ROGERS CORP
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>a5860286ex10_4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
                                                                    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 corporation, (herein referred to as the "Company")
and Frank J. Gillern (the "Officer"). The Company and the Officer are
collectively referred to herein as the "Parties" and individually referred to as
a "Party."

                                 WITNESSETH THAT
                                 ---------------

            WHEREAS, the Board of Directors of the Company (the "Board") has
determined that it is in the best interests of the Company and its shareholders
for the Company to agree to provide benefits under circumstances described below
to the Officer as one of the elected corporate officers who is responsible for
the policy-making functions of the Company and the overall viability of the
Company's business; and

            WHEREAS, the Board recognizes that the possibility of a change in
ownership and control of the Company is unsettling to the Officer and wishes to
make arrangements at this time to ensure the Officer's continuing dedication to
his or her duties to the Company and its shareholders notwithstanding the
occurrence of any attempt by outside parties to gain control of the Company; and

            WHEREAS, the Board believes it important, should the Company receive
proposals from such outside parties, to enable the Officer, without being
distracted by the uncertainties of the Officer's own employment situation, in
addition to the Officer's regular duties, to participate in the assessment of
such proposals and provision of advice to the Board as to the best interests of
the Company and its shareholders and to take such other action as the Board
determines to be appropriate; and

            WHEREAS, the Board also wishes to demonstrate to the Officer that
the Company is concerned for the Officer's welfare and intends to ensure that he
or she as a loyal officer is treated fairly.

         NOW, THEREFORE, in consideration of the promises and the mutual
covenants contained herein, the parties hereto agree as follows:

1.       Purpose. The Company considers a sound and vital management team to be
         essential. Management personnel who become concerned about the
         possibility that the Company may undergo a Change in Control (as
         defined in Paragraph 2 below) may terminate employment or become
         distracted. Accordingly, the Board has determined to extend this
         Agreement to minimize the distraction the Officer may suffer from the
         possibility of a Change in Control.

2.       Change in Control. The term "Change in Control" for purposes of this
         Agreement shall mean the earliest to occur of the following events
         during the Term (as defined in Paragraph 3(d) below):

                                  Page 1 of 23
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         (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 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.  For purposes of this  Paragraph  2(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.

3. Term.

         (a)      The term of this Agreement shall be the period beginning on
                  the Effective Date and ending on January 1, 2012; provided,
                  however, that:

                  (i)      the term of this Agreement shall be automatically
                           extended thereafter for successive three year periods
                           unless, at least ninety (90) days prior to January 1,
                           2011 or twelve months prior to the then current
                           succeeding three-year extended term of this
                           Agreement, either Party has notified the other Party
                           that the term hereunder shall expire at the end of
                           the then-current term; and

                  (ii)     if a Change in Control occurs prior to the scheduled
                           expiration of the term of this Agreement as described
                           above, the term of this Agreement shall automatically
                           be extended until the second anniversary of such
                           Change in Control (the "Protection Period").

         (b)      If no Change in Control occurs prior to expiration of the Term
                  or if the Officer Separates from Service (as defined in
                  Paragraph 4(a) below) before a Change in Control, this
                  Agreement shall automatically terminate without any further
                  action; provided, however, that Paragraph 13 (regarding
                  arbitration) shall continue to apply to the extent the Officer
                  disputes the termination of this Agreement.

                                  Page 2 of 23
<PAGE>

         (c)      The obligations of the Company and the Officer under this
                  Agreement which by their nature may require either partial or
                  total performance after its expiration shall survive any such
                  expiration.

          (d)     The initial term of this Agreement, as it may be extended or
                  terminated under this Paragraph 3, is herein referred to as
                  the "Term."

4.       Severance  Benefits.  If, during the  Protection  Period (as defined in
         Paragraph  3(a)(ii)  above),  the Officer  "Separates from Service" (as
         defined  below) due to termination of employment by the Company and its
         subsidiaries  without  "Cause" (as defined in Paragraph 5(a)) or by the
         Officer due to  "Constructive  Termination"  (as  defined in  Paragraph
         5(b)) (each, a "Qualifying Termination"), the Officer shall be entitled
         to the  severance  benefits  set  forth in this  Paragraph  4. The term
         "Separation  from Service" or "Separates  from Service" for purposes of
         this  Agreement  shall  mean a  "separation  from  service"  within the
         meaning of Section 409A of the Code.  The Officer shall not be entitled
         to severance benefits upon any other Separation from Service, including
         due to the  Officer's  death or  Disability  (as  defined in  Paragraph
         5(c)).  The payments and benefits  provided for under this  Paragraph 4
         shall be in lieu of (or  offset  by) any other  severance  benefits  or
         other benefits in exchange for a non-competition agreement to which the
         Officer may have been entitled under any other plan,  program or policy
         of the Company (or  subsidiary)  or  agreement  covering  the  Officer.
         Payment of the  severance  benefits set forth below shall be subject to
         the  Officer's  timely  execution  of a release  that is not revoked as
         provided  in  Paragraph  6 below  and the  Officer  entering  into  the
         "Non-Compete Agreement" (as defined and provided in Paragraph 7 below).

         (a)      Salary and Bonus Amount. The Company will pay to the Officer
                  thirty days after a Qualifying Termination a lump sum cash
                  amount equal to the product obtained by multiplying (i) the
                  sum of (A) salary at the annualized rate which was being paid
                  by the Company and/or subsidiaries to the Officer immediately
                  prior to the time of such termination or, if greater, at the
                  time of the Change in Control plus (B) the annual target bonus
                  and/or any other annual cash bonus awards last determined for
                  the Officer or, if greater, most recently paid prior to the
                  Change in Control, by one and one-quarter (1.25).

         (b)      Pro-Rata Bonus. The Officer shall be entitled to receive a
                  lump sum cash amount equal to the Officer's target annual
                  bonus for the year in which Separation from Service occurs,
                  pro-rated based on the number of days the Officer was employed
                  during such year. The pro-rata bonus will be paid at the same
                  time as the Salary and Bonus Amount in Paragraph 4(a) above.

         (c)      Welfare  Benefits.  The Officer shall be entitled for a period
                  of fifteen  (15)  consecutive  months  following  the month in
                  which a  Qualifying  Termination  occurs to  receive  medical,
                  dental and life  insurance  benefits  that are  similar in all
                  material   respects  as  those  benefits  provided  under  the
                  Company's  employee  benefit  plans,  policies and programs to
                  senior  executives  of Company who have not  terminated  their
                  employment  (collectively,   such  benefits  are  referred  to
                  hereinafter as the "Welfare Benefits"),  at no greater monthly
                  cost  to the  Officer  than  the  cost  paid  by  such  senior
                  executives.  If the Company cannot provide such benefits under
                  its employee benefit plans,  policies and programs the Company
                  either shall provide such benefits to the Officer outside such
                  plans,  policies and programs at no additional  expense or tax
                  liability  to the Officer or shall  reimburse  the Officer for
                  the  Officer's  cost to purchase such benefits and for any tax
                  liability for any such reimbursement.  The continuation period
                  for  medical  and dental  benefits  Section  4980B of the Code
                  (COBRA)  shall  commence  at the end the  Officer's  Severance
                  Period.  Benefits otherwise receivable by the Officer pursuant
                  to  this  Paragraph  4(d)  shall  be  reduced  to  the  extent
                  comparable benefits are actually received by or made available
                  to the Officer (other than benefits available at the Officer's
                  sole expense  pursuant to COBRA) during the fifteen (15) month
                  continuation  period  provided in this Paragraph 4(d) (and any
                  such  benefits  actually  received  or made  available  to the
                  Officer shall be reported to the Company by the Officer).

                                  Page 3 of 23
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                  To the extent the continuation of the Welfare Benefits under
                  this Paragraph 4(d) is, or ever becomes, taxable to the
                  Officer and to the extent the Welfare Benefits continue beyond
                  the period in which the Officer would be entitled (or would,
                  but for this Agreement, be entitled) to continuation coverage
                  under a group health plan of the Company under COBRA if the
                  Officer elected such coverage and paid the applicable
                  premiums, the Company shall administer such continuation of
                  coverage consistent with the following additional requirements
                  as set forth in Treas. Reg. ss. 1.409A-3(i)(1)(iv):

                  (i)      the Officer's eligibility for Welfare Benefits in one
                           year will not affect the Officer's eligibility for
                           Welfare Benefits in any other year (disregarding any
                           limit on the amount of Welfare Benefits that may be
                           reimbursed during such continuation period);

                  (ii)     any reimbursement of eligible expenses will be made
                           on or before the last day of the year following the
                           year in which the expense was incurred; and

                  (iii)    the Officer's right to Welfare Benefits is not
                           subject to liquidation or exchange for another
                           benefit.

         (d)      Company Car Amount. If the Officer, as of the Qualifying
                  Termination, either was receiving a monthly car allowance or
                  had a company-leased car, any such car allowance will be
                  discontinued as of the date of termination of employment and
                  any such company-leased car must be returned to the Company
                  within thirty (30) days after the date of termination of
                  employment. No cash payment shall be made due to termination
                  of the company car amount.

                                  Page 4 of 23
<PAGE>

         (e)      Outplacement Services. In the event of a Qualifying
                  Termination, the Company shall provide to the Officer
                  executive outplacement services provided on a one-to-one basis
                  by a senior counselor of a firm nationally recognized as a
                  reputable national provider of such services for up to six
                  months, plus evaluation testing, at a location mutually
                  agreeable to the Parties.

         (f)      Equity Awards. The vesting of the Officer's Equity Awards
                  shall be governed by this Section 4(g). The term "Equity
                  Award" shall mean stock options, stock appreciation rights,
                  restricted stock, restricted stock units, performance shares
                  or any other form of award that is measured with reference to
                  the Company's common stock.

                  (i)      The vesting of the Officer's Equity Awards granted on
                           or after  January  1, 2009  that  vest  solely on the
                           basis of continued employment with the Company or any
                           of  its   subsidiaries   or   affiliates   shall   be
                           accelerated  solely by reason of a Change in  Control
                           only  if  the  surviving   corporation  or  acquiring
                           corporation  following a Change in Control refuses to
                           assume or continue the Officer's  Equity Awards or to
                           substitute    similar   Equity   Awards   for   those
                           outstanding   immediately  prior  to  the  Change  in
                           Control.  If  such  Officer's  Equity  Awards  are so
                           continued,  assumed  or  substituted  and at any time
                           after the  Change in  Control  the  Officer  incurs a
                           Qualifying   Termination,   then  the   vesting   and
                           exercisability  of all such  unvested  Equity  Awards
                           held by the Officer shall be  accelerated in full and
                           any  reacquisition  rights held by the  Company  with
                           respect to an Equity  Award shall  lapse in full,  in
                           each case, upon such termination.

                  (ii)     The vesting of the Officer's Equity Awards that vest,
                           in whole or in part, based upon achieving Performance
                           Criteria  shall be accelerated on a pro rata basis by
                           reason of a Change in Control.  The pro rata  vesting
                           amount  shall  be  determined  in good  faith  by the
                           Compensation  and  Organization  Committee based upon
                           (A) the extent to which the Performance  Criteria for
                           any such  award has been  achieved  after  evaluating
                           actual  performance from the start of the performance
                           period  until the date of the Change in  Control  and
                           equitably  adjusting   performance  targets  for  the
                           shortened   period   during  which  the   Performance
                           Criteria  could be  achieved,  and (B) the  number of
                           days the  Officer  was  employed  during the  award's
                           performance  period  as of the date of the  Change in
                           Control.

                  (iii)    For purposes of this Section 4(g), "Performance
                           Criteria" means any business criteria that apply to
                           the Officer, a business unit, division, subsidiary,
                           affiliate, the Company or any combination of the
                           foregoing.

                                  Page 5 of 23
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                  (iv)     Enforcement of the terms of this Paragraph 4(g) shall
                           survive termination of this Agreement.

                  Equity Awards granted before January 1, 2009 that vest solely
                  on the basis of continued employment with the Company or any
                  of its subsidiaries or affiliates shall be accelerated in full
                  by reason of a Change in Control, regardless of whether the
                  Executive becomes eligible for severance benefits under this
                  Section 4.

         (g)      Limitation on Amounts. Notwithstanding any provision of this
                  Agreement to the contrary, if it is determined that part or
                  all of the compensation and benefits payable to the Officer
                  (whether pursuant to the terms of this Agreement or otherwise)
                  before application of this Paragraph 4(h) would constitute
                  "parachute payments" under Section 280G of the Code, and the
                  payment thereof would cause the Officer to incur the 20%
                  excise tax under Section 4999 of the Code (or its successor),
                  the following provisions shall apply:

                  (i)      The amounts otherwise payable to or for the benefit
                           of the Officer pursuant to this Agreement (or
                           otherwise) that, but for this Paragraph 4(h) would be
                           "parachute payments," (referred to below as the
                           "Total Payments") shall be reduced to an amount equal
                           to three times the "base amount" (as defined under
                           Section 280G) less $1,000 in a manner that maximizes
                           the net after-tax amount payable to the Officer, as
                           reasonably determined by the Consultant (as defined
                           below).

                  (ii)     All determinations under this Paragraph 4(h) shall be
                           made by a nationally recognized accounting, executive
                           compensation or law firm appointed by the Company
                           (the "Consultant") that is acceptable to the Officer
                           on the basis of "substantial authority" (within the
                           meaning of Section 6662 of the Code). The
                           Consultant's fee shall be paid by the Company. The
                           Consultant shall provide a report to the Officer that
                           may be used by the Officer to file the Officer's
                           federal tax returns.

                  (iii)    It is  possible  that  payments  will  be made by the
                           Company  which  should not have been made  (each,  an
                           "Overpayment")  due to the uncertain  application  of
                           Section   280G  of  the   Code  at  the   time  of  a
                           determination hereunder. In the event that there is a
                           final  determination by the Internal Revenue Service,
                           or a  final  determination  by a court  of  competent
                           jurisdiction,  that an Overpayment has been made, any
                           such  Overpayment  shall be repaid by the  Officer to
                           the Company  together with interest at the prime rate
                           of   interest   in   effect   on  the  date  of  such
                           Overpayment;  provided, however, that no amount shall
                           be  payable by the  Officer to the  Company if and to
                           the extent such  payment  would not reduce the amount
                           which is subject to taxation  under  Section  4999 of
                           the Code.

By accepting severance benefits under this Paragraph 4, the Officer waives the
Officer's right, if any, to have any payment made under this Paragraph 4 taken
into account to increase the benefits otherwise payable to, or on behalf of, the
Officer under any employee benefit plan, policy or program, whether qualified or
nonqualified, maintained by the Company (e.g., there will be no increase in the
Officer's qualified pension benefit or life insurance because of severance
benefits received hereunder).

                                  Page 6 of 23
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5. Definitions of "Cause," "Constructive Termination," and "Disability".

         (a)      For  purposes  of  this  Agreement,   "Cause"  means  (i)  the
                  Officer's   conviction  of  (or  a  plea  of  guilty  or  nolo
                  contendere  to) a felony or any other  crime  involving  moral
                  turpitude,  dishonesty, fraud, theft or financial impropriety;
                  or (ii) a  determination  by a  majority  of the Board in good
                  faith that the  Officer  has (A)  willfully  and  continuously
                  failed to perform  substantially  the Officer's  duties (other
                  than any such failure resulting from the Officer's  Disability
                  or  incapacity  due to  bodily  injury or  physical  or mental
                  illness),  after a written demand for substantial  performance
                  is  delivered  to the  Officer by the Board that  specifically
                  identifies  the  manner in which the Board  believes  that the
                  Officer has not substantially  performed the Officer's duties,
                  (B) engaged in illegal conduct,  an act of dishonesty or gross
                  misconduct,  or (C) willfully violated a material  requirement
                  of the Company's  code of conduct or the  Officer's  fiduciary
                  duty to the  Company,  including  the  covenant not to compete
                  under  Paragraph 7 below. No act or failure to act on the part
                  of the  Officer  shall be  considered  "willful"  unless it is
                  done,  or omitted to be done,  by the Officer in bad faith and
                  without   reasonable  belief  that  the  Officer's  action  or
                  omission was in, or not opposed to, the best  interests of the
                  Company  or  its  subsidiaries.  In  order  to  terminate  the
                  Officer's  employment for Cause, the Company shall be required
                  to provide the Officer a  reasonable  opportunity  to be heard
                  (with counsel) before the Board,  which shall include at least
                  ten  (10)  business  days of  advance  written  notice  to the
                  Officer.  Further,  the Officer's attempt to secure employment
                  with another employer that does not breach the non-competition
                  covenants set froth in Paragraph 7 below shall not  constitute
                  an event of "Cause".

         (b)      For purposes of this Agreement, "Constructive Termination"
                  means, without the express written consent of the Officer, the
                  occurrence of any of the following during the Protection
                  Period (as defined in Paragraph 3(a)(ii) above):

                  (i)      a material reduction in the Officer's annual base
                           salary as in effect immediately prior to a Change in
                           Control or as the same may be increased from time to
                           time, and/or a material failure to provide the
                           Executive with an opportunity to earn annual
                           incentive compensation and long-term incentive
                           compensation at least as favorable as in effect
                           immediately prior to a Change of Control or as the
                           same may be increased from time to time,

                  (ii)     a material diminution in the Officer's authority,
                           duties, or responsibilities as in effect at the time
                           of the Change in Control;

                                  Page 7 of 23
<PAGE>

                  (iii)    a material diminution in the authority, duties, or
                           responsibilities of the supervisor to whom the
                           Officer is required to report (it being understood
                           that if the Officer reports to the Board, a
                           requirement that the Officer report to any individual
                           or body other than the Board will constitute
                           "Constructive Termination" hereunder);

                  (iv)     a material diminution in the budget over which the
                           Officer retains authority;

                  (v)      the Company's requiring the Officer to be based
                           anywhere outside a fifty mile radius of the Company's
                           offices at which the Officer is based as of
                           immediately prior to a Change of Control (or any
                           subsequent location at which the Officer has
                           previously consented to be based) except for required
                           travel on the Company's business to an extent that is
                           not substantially greater than the Officer's business
                           travel obligations as of immediately prior to a
                           Change in Control or, if more favorable, as of any
                           time thereafter; or

                  (vi)     any other action or inaction that constitutes a
                           material breach by the Company or any of its
                           subsidiaries of the terms of this Agreement.

                  In no event shall the Officer be entitled to terminate
                  employment with the Company on account of "Constructive
                  Termination" unless the Officer provides notice of the
                  existence of the purported condition that constitutes
                  "Constructive Termination" within a period not to exceed
                  ninety (90) days of its initial existence, and the Company
                  fails to cure such condition (if curable) within thirty (30)
                  days after the receipt of such notice.

         (c)      For purposes of this Agreement, "Disability" means the
                  Officer's inability, due to physical or mental incapacity
                  resulting from injury, sickness or disease, for one hundred
                  and eighty (180) days in any twelve-month period to perform
                  his duties hereunder.

6.       Release.  The Officer  agrees that the Company will have no obligations
         to the Officer  under  Paragraph  4 above until the Officer  executes a
         release in  substantially  the form which is  attached  as Exhibit A to
         this Agreement and,  further,  will have no further  obligations to the
         Officer  under  Paragraph 4 if the Officer  revokes such  release.  The
         Officer  shall have 21 days after  Separation  from Service to consider
         whether or not to sign the release.  If the Officer  fails to return an
         executed  release to the Company's  Vice  President of Human  Resources
         within such 21 day period, or the Officer subsequently revokes a timely
         filed release,  the Company shall have no obligation to pay any amounts
         or benefits under Paragraph 4 of this Agreement.

                                  Page 8 of 23
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7.       Non-Compete   Agreement.   By  signing  this  Agreement,   the  Officer
         specifically  acknowledges  that the Severance  Benefits  payable under
         Paragraph 4 are expressly  conditioned  upon the Officer  entering into
         the Non-Compete Agreement in substantially the same form as attached as
         Exhibit B to this  Agreement  ("Non-Compete  Agreement").  The  Officer
         agrees  that it is the  intention  of the  parties  that the  Severance
         Benefits  provided to Officer under  Paragraph 4 of this  Agreement are
         conditioned  upon strict  compliance with the Non-Compete  Agreement by
         the  Officer.  If the Officer  breaches  (or  threatens  to breach) any
         obligations under the Non-Compete  Agreement,  then, in addition to any
         other legal or equitable remedies that may be available to the Company,
         its  subsidiaries  or affiliates,  under the  Non-Compete  Agreement or
         otherwise:

         (a)      the Officer shall forthwith repay to the Company a percentage
                  of the total lump sum amount paid by the Company to the
                  Officer under Paragraph 4(a), 4(b) and 4(c) equal to X/12,
                  where X equals 18 less the number of months from Separation
                  from Service to the date of the Officer's breach (or
                  threatened breach) of the Non-Compete Agreement;

         (b)      the Officer shall not be entitled to receive any further
                  Welfare Benefits at the Company's expense as provided for
                  Paragraph 4(d) or reimbursement or other payment of
                  outplacement assistance under Paragraph 4(f); and

         (c)      all unvested Equity Awards shall forthwith be cancelled and
                  terminated, notwithstanding the provisions of any agreements
                  to the contrary.

         The Officer agrees that should all or any part or application of the
         Non-Compete Agreement be held or found invalid or unenforceable for any
         reason whatsoever by a court of competent jurisdiction in an action
         between the Officer and the Company (and/or its subsidiaries), the
         Company nevertheless shall be entitled to take the actions described in
         Paragraph 7(a), (b) and (c) above, if the Officer breaches or threatens
         to breach any of the obligations set forth in the Non-Compete
         Agreement. The provisions of this Paragraph 7 shall survive termination
         of this Agreement. The parties agrees that any prior written agreement,
         arrangement or understanding between the Officer and the Company, its
         subsidiaries or affiliates relating to the Officer's post-employment
         obligations, including any covenant not to compete, shall not apply to
         any employment termination on and after a Change in Control, and the
         Company, its subsidiaries and affiliates shall have no payment
         obligations under any such agreement, arrangement or understanding.

8.       No  Interference   with  Other  Vested  Benefits.   Regardless  of  the
         circumstances  under which the Officer may terminate  from  employment,
         the  Officer  shall  have a right to any  benefits  under any  employee
         benefit  plan,  policy or program  maintained  by the Company which the
         Officer had a right to receive under the terms of such employee benefit
         plan, policy or program after a termination of the Officer's employment
         without regard to this Agreement.  The Company shall within thirty (30)
         days of  Separation  from Service pay the Officer any earned but unpaid
         base salary and bonus,  shall  promptly  pay the Officer for any earned
         but untaken  vacation and shall promptly  reimburse the Officer for any
         incurred but  unreimbursed  expenses  which are otherwise  reimbursable
         under the  Company's  expense  reimbursement  policy  as in effect  for
         senior   executives   immediately   before  the  Officer's   employment
         termination.

                                  Page 9 of 23
<PAGE>

9.       Consolidation or Merger.  If the Company is at any time before or after
         a Change  in  Control  merged  or  consolidated  into or with any other
         corporation,  association,  partnership or other entity (whether or not
         the Company is the surviving  entity),  or if substantially  all of the
         assets  thereof are  transferred to another  corporation,  association,
         partnership  or other entity,  the provisions of this Agreement will be
         binding upon and inure to the benefit of the corporation,  association,
         partnership or other entity resulting from such merger or consolidation
         or the  acquirer  of such  assets  (collectively,  "acquiring  entity")
         unless the Officer  voluntarily elects not to become an employee of the
         acquiring   entity  as   determined  in  good  faith  by  the  Officer.
         Furthermore,  in the event of any such  consolidation  or  transfer  of
         substantially all of the assets of the Company, the Company shall enter
         into an agreement  with the  acquiring  entity that shall  provide that
         such acquiring  entity shall assume this Agreement and all  obligations
         and  liabilities  under this  Agreement;  provided,  that the Company's
         failure to comply with this  provision  shall not adversely  affect any
         right of the  Officer  hereunder.  This  Paragraph  9 will apply in the
         event of any subsequent merger or consolidation or transfer of assets.

         In the event of any merger, consolidation or sale of assets described
         above, nothing contained in this Agreement will detract from or
         otherwise limit the Officer's right to or privilege of participation in
         any restricted stock plan, bonus or incentive plan, stock option or
         purchase plan, profit sharing, pension, group insurance,
         hospitalization or other compensation or benefit plan or arrangement
         which may be or become applicable to officers of the corporation
         resulting from such merger or consolidation or the corporation
         acquiring such assets of the Company.

         In the event of any merger, consolidation or sale of assets described
         above, references to the Company in this Agreement shall, unless the
         context suggests otherwise, be deemed to include the entity resulting
         from such merger or consolidation or the acquirer of such assets of the
         Company.

10.      No Mitigation. The Company agrees that the Officer is not required to
         seek other employment after a Qualifying Termination or to attempt in
         any way to reduce any amounts payable to the Officer by the Company
         under Paragraph 4 of this Agreement. Further, except as expressly
         provided in Paragraph 4(d), the amount of any payment or benefit
         provided for in this Agreement shall not be reduced by any compensation
         earned by the Officer as the result of employment by another employer,
         by retirement benefits, by offset against any amount claimed to be owed
         by the Officer to the Company, or otherwise.

11.      Payments. All payments provided for in this Agreement shall be paid in
         cash in United States funds from the general funds of the Company and
         its subsidiaries drawn on the United States location of a bank and paid
         in bank or cashier's check. The Company shall not be required to
         establish a special or separate fund or other segregation of assets to
         ensure such payments.

                                 Page 10 of 23
<PAGE>

12.      Tax Withholding; Section 409A.

         (a)      All payments made by the Company to the Officer or the
                  Officer's dependents, beneficiaries or estate will be subject
                  to the withholding of such amounts relating to tax and/or
                  other payroll deductions as may be required by law.

         (b)      The parties intend that the benefits and payments provided
                  under this Agreement shall be exempt from, or comply with, the
                  requirements of Section 409A of the Code. Notwithstanding the
                  foregoing, the Company shall in no event be obligated to
                  indemnify the Officer for any taxes or interest that may be
                  assessed by the IRS pursuant to Section 409A of the Code.

13.      Arbitration.

         (a)      The  Parties  shall  submit any  disputes  arising  under this
                  Agreement  to  an  arbitration   panel  conducting  a  binding
                  arbitration  in Rogers,  Connecticut or at such other location
                  as may be  agreeable to the parties,  in  accordance  with the
                  National  Rules for the  Resolution of Employment  Disputes of
                  the American Arbitration  Association in effect on the date of
                  such  arbitration  (the "Rules"),  and judgment upon the award
                  rendered by the  arbitrator or  arbitrators  may be entered in
                  any court having jurisdiction thereof; PROVIDED, HOWEVER, that
                  nothing  herein  shall  impair  the  Company's  right  to seek
                  equitable  relief for any breach or  threatened  breach  under
                  Paragraph 7 of this  Agreement.  The award of the  arbitrators
                  shall be final  and  shall  be the sole and  exclusive  remedy
                  between  the  Parties  regarding  any  claims,  counterclaims,
                  issues or accountings presented to the arbitration panel.

         (b)      The Parties agree that the arbitration panel shall consist of
                  one (1) person mutually acceptable to the Company and the
                  Officer, PROVIDED that if the Parties cannot agree on an
                  arbitrator within thirty (30) days of filing a notice of
                  arbitration, the arbitrator shall be selected by the manager
                  of the principal office of the American Arbitration
                  Association in Hartford County in the State of Connecticut.
                  Any action to enforce or vacate the arbitrator's award shall
                  be governed by the federal Arbitration Act, if applicable, and
                  otherwise by applicable state law.

         (c)      If either Party pursues any claim, dispute or controversy
                  against the other in a proceeding other than the arbitration
                  provided for herein, the responding party shall be entitled to
                  dismissal or injunctive relief regarding such action and
                  recovery of all costs, losses and attorney's fees related to
                  such action.

                                 Page 11 of 23
<PAGE>

         (d)      All of Officer's reasonable costs and expenses incurred in
                  connection with such arbitration shall be paid in full by the
                  Company promptly on written demand from the Officer, including
                  the arbitrators' fees, administrative fees, travel expenses,
                  out-of-pocket expenses such as copying and telephone, court
                  costs, witness fees and attorneys' fees; provided, however,
                  the Company shall pay no more than $50,000 per year in
                  attorneys' fees unless a higher figure is awarded in the
                  arbitration, in which event the Company shall pay the figure
                  awarded in the arbitration.

         (e)      Reimbursement of reasonable costs and expenses under Paragraph
                  13(d)  shall be  administered  consistent  with the  following
                  additional  requirements  as set  forth  in  Treas.  Reg.  ss.
                  1.409A-3(i)(1)(iv): (1) the Officer's eligibility for benefits
                  in one year will not  affect  the  Officer's  eligibility  for
                  benefits in any other year; (2) any  reimbursement of eligible
                  expenses  will be made on or  before  the last day of the year
                  following the year in which the expense was incurred;  and (3)
                  the Officer's  right to benefits is not subject to liquidation
                  or  exchange   for  another   benefit.   Notwithstanding   the
                  foregoing,  reimbursement for benefits under this Paragraph 13
                  shall  commence no earlier than six months and a day after the
                  Officer's Separation from Service.

         (f)      The Officer acknowledges and expressly agrees that this
                  arbitration provision constitutes a voluntary waiver of trial
                  by jury in any action or proceeding to which the Officer or
                  the Company may be parties arising out of or pertaining to
                  this Agreement.

14. Assignment; Payment on Death.

         (a)      The provisions of this Agreement shall be binding upon and
                  shall inure to the benefit of the Officer, the Officer's
                  executors, administrators, legal representatives and assigns
                  and the Company and its successors.

         (b)      In the event that the  Officer  becomes  entitled  to payments
                  under  this  Agreement  and  subsequently  dies,  all  amounts
                  payable  to the  Officer  hereunder  and not  yet  paid to the
                  Officer at the time of the  Officer's  death  shall be paid to
                  the Officer's  beneficiary.  No right or interest to or in any
                  payments  shall  be  assignable  by  the  Officer;   provided,
                  however,  that this  provision  shall not preclude the Officer
                  from  designating  one or more  beneficiaries  to receive  any
                  amount that may be payable after the Officer's death and shall
                  not preclude the legal representatives of the Officer's estate
                  from  assigning  any right  hereunder to the person or persons
                  entitled  thereto under the Officer's  will or, in the case of
                  intestacy, to the person or persons entitled thereto under the
                  laws of intestacy applicable to the Officer's estate. The term
                  "beneficiary"  as  used  in  this  Agreement  shall  mean  the
                  beneficiary or  beneficiaries  so designated by the Officer to
                  receive such amount or, if no such beneficiary is in existence
                  at the time of the Officer's death,  the legal  representative
                  of the Officer's estate.

                                 Page 12 of 23
<PAGE>

         (c)      No right, benefit or interest hereunder shall be subject to
                  anticipation, alienation, sale, assignment, encumbrance,
                  charge, pledge, hypothecation, or set-off in respect of any
                  claim, debt or obligation, or to execution, attachment, levy
                  or similar process, or assignment by operation of law. Any
                  attempt, voluntary or involuntary, to effect any action
                  specified in the immediately preceding sentence shall, to the
                  full extent permitted by law, be null, void and of no effect.

15.      Amendments and Waivers. Except as otherwise specified in this
         Agreement, this Agreement may be amended, and the observance of any
         term of this Agreement may be waived (either generally or in a
         particular instance and either retroactively or prospectively), only
         with the written consent of the Parties.

16.      Integration. The terms of this Agreement shall supersede any prior
         agreements, understandings, arrangements or representations, oral or
         otherwise, expressed or implied, with respect to the subject matter
         hereof which have been made by either Party. By signing this Agreement,
         the Officer releases and discharges the Company from any and all
         obligations and liabilities heretofore or now existing under or by
         virtue of such prior agreements.

17.      Notices. For the purpose of this Agreement, notices and all other
         communications provided for in this Agreement shall be in writing and
         shall be deemed to have been duly given (a) on the date of delivery if
         delivered by hand, (b) on the date of transmission, if delivered by
         confirmed facsimile, (c) on the first business day following the date
         of deposit if delivered by guaranteed overnight delivery service, or
         (d) on the fourth business day following the date delivered or mailed
         by United States registered or certified mail, return receipt
         requested, postage prepaid, addressed as follows:

                  If to the Officer: at the address (or to the facsimile number)
                  shown on the records of the Company.

                  If to the Company:
                  Vice President of Human Resources
                  Rogers Corporation
                  One Technology Drive
                  PO Box 188
                  Rogers, CT 06263

         or to such other address as either Party may have furnished to the
         other in writing in accordance herewith, except that notices of change
         of address shall be effective only upon receipt.

18.      Severability. Any provision of this Agreement held to be unenforceable
         under applicable law will be enforced to the maximum extent possible,
         and the balance of this Agreement will remain in full force and effect.

                                 Page 13 of 23
<PAGE>

19.      Headings of No Effect. The paragraph headings contained in this
         Agreement are included solely for convenience or reference and shall
         not in any way affect the meaning or interpretation of any of the
         provisions of this Agreement.

20.      Not an Employment Contract. This Agreement is not an employment
         contract and shall not give the Officer the right to continue in
         employment by Company or any of its subsidiaries for any period of time
         or from time to time. This Agreement shall not adversely affect the
         right of the Company or any of its subsidiaries to terminate the
         Officer's employment with or without cause at any time.

21.      Governing Law. This Agreement and its validity, interpretation,
         performance and enforcement shall be governed by the laws of the
         Commonwealth of Massachusetts (without reference to the choice of law
         principles thereof).

20.      Counterparts. This Agreement may be executed in counterparts, each of
         which will be deemed an original, but all of which together will
         constitute one and the same instrument.


IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
officers thereto duly authorized, and the Officer has signed this Agreement.



                                          ROGERS CORPORATION


Date:   December 17, 2008                 By:  /s/ Robert D. Wachob
        -----------------                     -----------------------
                                                  Robert D. Wachob
                                                  Its:   President and CEO


Date:   December 16, 2008                 OFFICER
        -----------------


                                           /s/ Frank J. Gillern
                                           ----------------------

                                 Page 14 of 23
<PAGE>

                                    EXHIBIT A

                    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
[___full name________] (hereinafter "[________]") and ROGERS CORPORATION
(hereinafter "Rogers"). The purpose of this Agreement is to fully and finally
dispose of all issues regarding [________]'s employment and separation from
employment with Rogers under the Officer Special Severance Agreement as
described below.

1. The parties agree and acknowledge that there is good and sufficient
consideration for the settlement of any and all issues between [________] and
Rogers and for the mutual promises contained herein. Also, the parties agree and
acknowledge that the terms of this Agreement are fair and equitable, reflecting
both the corporate interests of Rogers and its recognition of [________]'s years
of valuable service.

2. [________] is voluntarily entering into this Agreement of his/her own free
will and without influence by Rogers or any of its present or former officers,
representatives, agents or employees. [________] was advised of his/her right to
be represented by his/her own legal counsel regarding this matter. [________]
understands that he/she may take as long as twenty-one (21) days to consider
this Agreement before signing it. [________]'s execution of this Agreement
before the expiration of that period will constitute his/her representation and
warranty that he/she has decided that he/she does not need any additional time
to decide whether to execute it.

3. This Agreement constitutes the complete understanding between the parties.
Its purpose is to resolve any and all disputes or potential disputes without any
party incurring additional time and expense. All agree that full settlement
would best serve all interests.

4. [________] represents and warrants that he/she has the authority to enter
into this Agreement, and that he/she has not assigned any claims being released
under this Agreement to any person or entity.

5. Neither the negotiation, undertaking or execution of this Agreement shall
constitute an admission by Rogers of a violation of any federal or state
constitution, statute or regulation, or common law right, whether in contact or
in tort.

                                 Page 15 of 23
<PAGE>

6. By accepting the terms of this Agreement, [________], for himself, his/her
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 the Age
Discrimination in Employment Act of 1967, as amended, 29 U.S.C. ss. 621 et seq.
(the "ADEA"), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C.
ss. 2000 et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C.
ss. 1001 et seq., the Americans with Disabilities Act, 42 U.S.C. ss. 12101 et
seq., the Connecticut Fair Employment Practices Act, Conn. Gen. Stat. ss. 46 (a)
- 51 et seq., any and all claims for violation of any public policy having any
bearing whatsoever on the terms or conditions of [________]'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, [________] releases
the Released Parties from all claims that are known and unknown, suspected and
unsuspected, arising out of his/her 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 [________], his/her 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/her in good faith in the reasonable belief such acts or omissions were in
the best interest of Rogers and its shareholders.

[________] 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/her favor at the time of executing the release
which, if known by him/her, may have materially affected his/her entering the
release of claims. Being aware that such statutory protection may be available
to him/her, [________] expressly, voluntarily and knowingly waives any arguable
benefit or protection of any such statute in executing this Agreement, known or
unknown.

                                 Page 16 of 23
<PAGE>

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

(a) he/she is not waiving rights or claims for age discrimination under the ADEA
that may arise after the date he/she signs this Agreement;

(b) he/she is waiving rights or claims for age discrimination under the ADEA in
exchange for the consideration set forth in Section 12 of this Agreement, which
is in addition to anything of value to which he/she is already entitled; (c)
he/she is hereby advised to consult with an attorney before signing this
Agreement;

(d) he/she has twenty-one (21) days within which to consider this Agreement,
which will expire at 11:59 p.m. and must be postmarked or received in person by
DATE;

(e) he/she understands that for a period of seven (7) days after his/her
execution of this Agreement, he/she may revoke this Agreement after execution by
notifying Rogers in writing. Such writing must be received by Rogers by 11:59
p.m. on the seventh consecutive day after his/her execution of this Release of
Claims at the following address:

         Rogers Corporation
         Vice President of Human Resources
         PO Box 188
         Rogers, CT   06263-0188

(f) he/she understands that this Agreement will not become effective or
enforceable unless and until he/she has not revoked it and the applicable
revocation period set forth above has expired. The date on which the revocation
period expires, if [________] does not first revoke it, is the Effective Date of
this Agreement;

(g) he/she understands that nothing in this Agreement restricts his/her right to
challenge the validity of the General Release of ADEA claims, to file a charge
with the EEOC or to participate or cooperate in EEOC investigations or
proceedings.

7. [________] agrees that by this Agreement, he/she is expressly waiving his/her
right to bring or pursue any judicial action, any administrative agency or
action, any contractual action, any statutory action or procedure or any action
which he/she could have brought with respect to any matter arising from his/her
employment with Rogers and separation therefrom with Rogers, provided, however,
that this Agreement shall not preclude [________] from seeking unemployment
compensation or workers' compensation benefits, nor shall it constitute a waiver
with respect to any claims he/she may have for retirement benefits (e.g., 401(k)
and pension benefits). [________] also agrees that by entering into this
Agreement, he/she is waiving any right he/she 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/her employment.

                                 Page 17 of 23
<PAGE>

8. [________] agrees to abide in full with the terms of his/her Officer Special
Severance Agreement with Rogers, dated (________), which is specifically
incorporated herein as terms of this Agreement.

9. [________] agrees to return promptly all Rogers' property in his/her
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/her 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. [________] understands that regardless of whether he/she enters into this
Agreement, he/she will be paid for all earned but unpaid wages as of his/her
termination date, all accrued but unused vacation and will be classified under
severance continuation status and receive ______ weeks of Basic Severance Pay
and benefits as provided for in Section 6.7 of the Rogers Severance Policy
("Continuing Benefits") during the Basic Severance Pay Period.

12. In consideration of entering into this Agreement, following the Effective
Date, Rogers will provide the Severance Benefits as set forth in the Officer
Special Severance Agreement:

13. [________] has carefully read this Agreement and fully understands its
contents and significance, and he/she acknowledges that he/she has not relied
upon any representation or statement, written or oral, not set forth in this
document. He/she 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/her employment with Rogers,
and separation therefrom with Rogers.

14. [________] agrees not to disclose the contents of the provisions of this
Agreement, its terms or conditions or the circumstances that resulted in or
followed [________]'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/her attorney, accountant or financial
adviser. [________] 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.

                                 Page 18 of 23
<PAGE>

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. [________] agrees that the terms of this Agreement shall be interpreted in
accordance with the laws of the State of Connecticut.

17. 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.


                                    -----------------------------
                                           [----------]


                                    -----------------------------
                                               Date


                                    ROGERS CORPORATION


                                    By  __________________________

                                    Its Vice President, Human Resources

                                    -----------------------------
                                               Date

                                 Page 19 of 23
<PAGE>

                                    EXHIBIT B

                              NON-COMPETE AGREEMENT






                              Non-Compete Agreement


This Agreement is made on ___________________________________(date), by and
between Rogers Corporation (referred to as "Rogers") and me,
__________________________________, an employee, on behalf of ourselves, our
heirs, successors and assigns. As used hereinafter, "Rogers" means Rogers
Corporation and all subsidiaries and other companies owned or controlled by it
as well as any predecessor company, and any company or business acquired by
Rogers. This Agreement replaces [in its entirety without any action by Rogers or
me] any existing Agreement entered into by Rogers and me relating to the same
subject matter.

Rogers requires that I complete and execute this Agreement. But for my execution
of this Agreement, I would not be eligible for the provisions of my
Change-In-Control Agreement signed by me on ________________.

Accordingly, Rogers and I agree as follows:

     1.  I have had a full and complete opportunity to discuss, consider and
         understand each provision of this Agreement, and agree that the terms
         of this Agreement are fair and reasonable.

     2.  I understand that Rogers invests substantial time, money and other
         resources training and developing its employees, and I agree that for a
         period of two (2) years following the termination of my employment for
         whatever reason, I will not solicit or recruit any of Rogers employees,
         whether directly or indirectly, to terminate their employment with
         Rogers.

     3.  Rogers develops and manufactures specialty polymer composite materials
         and components mainly for the imaging, communications, computer and
         peripheral, consumer products and transportation markets. It has
         consistently allocated considerable resources towards research and
         development activities with respect to its products, and it has devoted
         a substantial amount of time and effort and incurred significant costs
         in developing and maintaining its customers. I acknowledge that: (a)
         Rogers products are highly specialized items which have lengthy
         developmental periods; (b) the identity and particular needs of Rogers
         customers are not generally known in the industry; (c) Rogers has a
         proprietary interest in the identity of its customers and customer
         lists; and (d) the documents and information regarding Rogers products,
         processes, inventions, research, development, formulae, manufacturing
         and testing methods, business plans, customer or supplier
         identification, product cost and profit information, and the
         specialized requirements of Rogers customers are highly confidential
         and are regarded as trade secrets, commonly referred to at Rogers as
         "Proprietary Information".

                                 Page 20 of 23
<PAGE>

     4.  During the term of employment by Rogers, there may have been imparted
         to me, Proprietary Information of a business or technical nature. I
         understand I may have had access to Proprietary Information owned by or
         on behalf of Rogers and/or used in the course of its business. I will
         not directly or indirectly disclose any such Proprietary Information to
         any person or entity other than Rogers; use any such Proprietary
         Information in any way other than as authorized herein; or assist any
         person or entity other than Rogers to secure any benefit from such
         Proprietary Information, without the written consent of the Chief
         Executive Officer of Rogers.

     5.  All files, drawings, documents photographs, manuals, equipment,
         computer data or programs, electronic media, customer lists, other
         records and the like (and all copies thereof) which relate in any way
         to Rogers business (whether or not prepared, constructed, used or
         observed by me during my period of employment with Rogers) are and
         remain Rogers sole and exclusive property, and I agree to return said
         items (except for reprints or copies of published public information)
         to Rogers immediately upon the termination of my employment, and shall
         never deliver any such item (or any description thereof) to any person
         or entity, other than Rogers.

     6.  All ideas, processes, discoveries, inventions, computer programs and
         software, improvements and suggestions, whether they be patentable or
         not, made, devised, conceived, developed or perfected by me alone or
         with any other person or persons during the term of employment by
         Rogers or within six (6) months thereafter, which are in any way
         reasonably related to the products, apparatus, components thereof, or
         modified for use, developed, under development or pertaining to the
         business (including research and development) of Rogers (otherwise
         referred to as "Developments"), will be the sole and exclusive property
         of Rogers, and I agree to sell, transfer, and assign to Rogers, its
         successors and assigns, my entire right, title and interest in and to
         all such Developments.

     7.  In order to protect Rogers against disclosure of any such Proprietary
         Information, I agree, as further consideration for my Change-In-Control
         Agreement, that for a period of two years after termination of
         employment with Rogers (for whatever reason), I will not, without first
         obtaining written permission from the Chief Executive Officer of
         Rogers, engage in, render services, either as an employee, consultant
         or independent contractor, or become associated in any way, either
         directly or indirectly, in the research, development, manufacture, use
         or sale of any product which is the same as, similar to or is
         competitive with any product, development or research activity of
         Rogers with respect to which at any time during the two years preceding
         termination of employment with Rogers, or a company acquired by Rogers,
         my work has been directly or indirectly concerned, or with respect to
         which I have acquired knowledge of any Proprietary Information. Rogers
         will enforce the provisions of this non-compete paragraph only for
         certain technical, sales, marketing or management employees.

                                 Page 21 of 23
<PAGE>

     8.  Before I accept an offer to become associated with an organization
         which may have a product which may violate this agreement as described
         above, I agree to provide Rogers with the following information: the
         name of the company, division or product line, job duties and title.
         Upon receiving sufficient information to make a determination, Rogers
         may release me or enforce the terms of this agreement.
     9.  If after conscientious and aggressive efforts, the provisions of this
         Agreement prevent me from obtaining employment at a rate of
         compensation at least equal to the annual rate of compensation at the
         end of my employment with Rogers, I may provide Rogers with a detailed
         written account of my efforts in any month to obtain employment which
         would not conflict with the provisions of this Agreement.

     10. Upon receipt of my monthly written account, Rogers will, within 30
         days, either:

              a.  pay me for that month 100% of the difference between my
                  current compensation, if any, and my last regular rate of
                  compensation at Rogers, less any severance or retirement
                  income;
              or,

              b. notify me that Rogers has waived its rights under the
                 non-compete paragraphs of this Agreement.

     11. If, based on my written account, Rogers reasonably concludes that I
         have failed to seek employment conscientiously and aggressively, I
         understand that Rogers may, at its option, withhold payment for that
         month.

     12. Upon expiration of the two-year period after my termination with
         Rogers, or upon Rogers failure to notify me of their decision or make a
         monthly payment within 30 days after receipt of my monthly written
         account, the restrictions of the non-compete paragraphs shall no longer
         be in force.

     13. I acknowledge that I am free to enter into this Agreement without
         violating any obligations to any other person or company and that I
         will not make any unauthorized use of the Proprietary Information. I
         agree that following termination of my employment with Rogers, I will
         make the terms of this Agreement known to any subsequent employer if
         such employer is engaged in any business similar to or competitive with
         any product of Rogers.

     14. If any provision of this Agreement is found to be invalid or
         unenforceable, it shall not affect the remaining provisions of this
         Agreement. Further, a court shall have the authority to reform and
         rewrite the "invalid or unenforceable" provision, so it will be valid
         and enforceable.

                                 Page 22 of 23
<PAGE>

     15. Any prior service that I have had with a company which is acquired by,
         merged with, or otherwise becomes affiliated with Rogers through joint
         venture or other corporate transaction will be deemed to be continuous
         employment by Rogers for all purposes of this Agreement.

     16. In the event that I am assigned by Rogers to work for any other company
         or organization which is a subsidiary or joint venture of or is
         otherwise affiliated with, Rogers or which is a successor company by
         way of acquisition, merger or other corporate transaction, such
         employment will be deemed to be continuous employment by Rogers for the
         purpose of this Agreement.

     17. Rogers failure to enforce the terms of another Agreement similar to
         this with another employee, shall not constitute a waiver of any term
         or provision in this Agreement.

     18. This Agreement shall be subject to the laws of the State of Connecticut
         and any dispute arising herein will be heard in the appropriate state
         or federal court, as applicable, within this jurisdiction.

     19. I acknowledge that full compliance with the terms of this Agreement is
         necessary to protect the business and goodwill of Rogers and that a
         breach of this Agreement will irreparably and continually harm Rogers,
         for which money damages may not be adequate. Consequently, I understand
         that, in the event I breach or threaten to breach any of these
         covenants, Rogers shall be entitled to both (a) a preliminary or
         permanent injunction in order to prevent the continuation of such harm
         and (b) money damages insofar as they can be determined. Nothing in
         this Agreement, however, will be construed to prohibit Rogers from also
         pursuing any other remedy, Rogers and I having agreed that all remedies
         are cumulative.

     20. No alteration or modification to any of the provisions of this
         Agreement shall be valid unless made in writing and signed by both
         Rogers and me.




-----------------------------       ------------------------      --------------
Employee signature                      Social Security #               Date




-----------------------------       ------------------------      --------------
Accepted for Rogers Corporation              Title                      Date


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</TEXT>
</DOCUMENT>
