-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 G+REHurNCOfjna9sQyC6EftukmLHj4vWvMQxo6JT9GrOAglg3HYfw+CF9bsT4tQm
 nrvUGMHtCmDJb5eb31ZFAw==

<SEC-DOCUMENT>0001157523-06-001868.txt : 20060223
<SEC-HEADER>0001157523-06-001868.hdr.sgml : 20060223
<ACCEPTANCE-DATETIME>20060222173350
ACCESSION NUMBER:		0001157523-06-001868
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20060215
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060223
DATE AS OF CHANGE:		20060222

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ROGERS CORP
		CENTRAL INDEX KEY:			0000084748
		STANDARD INDUSTRIAL CLASSIFICATION:	PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821]
		IRS NUMBER:				060513860
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			0101

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04347
		FILM NUMBER:		06637078

	BUSINESS ADDRESS:	
		STREET 1:		P.O. BOX 188
		STREET 2:		ONE TECHNOLOGY DRIVE
		CITY:			ROGERS
		STATE:			CT
		ZIP:			06263-0188
		BUSINESS PHONE:		8607749605

	MAIL ADDRESS:	
		STREET 1:		ONE TECHNOLOGY DRIVE
		CITY:			ROGERS
		STATE:			CT
		ZIP:			06263
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5086873.txt
<DESCRIPTION>ROGERS CORPORATION 8-K
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) February 15, 2006


                               Rogers Corporation
               --------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


         Massachusetts                    1-4347               06-0513860
      -------------------          -------------------      -------------------
(State or other Jurisdiction      (Commission File Number)  (I.R.S. Employer
      of Incorporation)                                      Identification No.)

               One Technology Drive
               P.O. Box 188
               Rogers, Connecticut                            06263-0188
               ----------------------------------------------------------
               (Address of Principal Executive Offices)       (Zip Code)

               Registrant's telephone number, including area code (860) 774-9605

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))


                        ---------------------------------

                                       1


<PAGE>



ITEM 1.01         Entry into a Material Definitive Agreement

As more fully described in Item 5.02 below, the disclosure which is incorporated
by reference into this Item 1.01, on February 15, 2006, Dennis M. Loughran, who
was appointed Vice President Finance and Chief Financial Officer of Rogers
Corporation ("Rogers") effective February 1, 2006, was awarded stock options and
restricted stock.

In addition, on February 16, 2006, Rogers approved the entering into of its
standard form of Indemnification Agreement (Officer Form) with Mr. Loughran
which provides that, among other things, Rogers will indemnify Mr. Loughran
against certain liabilities that may arise by reason of his status or service as
a Rogers Officer, and that Rogers will advance to him the expenses incurred as a
result of a proceeding as to which he may be indemnified. The above description
is qualified in its entirety by the terms of the Form of Indemnification
Agreement (Officer Form), a copy of which has been previously filed as Exhibit
99.2 to Rogers' Current Report on Form 8-K, filed on December 14, 2004, and is
incorporated herein by reference.

Also, on February 16, 2006, Rogers approved the entering into of its standard
form of Indemnification Agreement (Director Form) with Carol R. Jensen, who was
appointed a new Director of Rogers on February 16, 2006. The agreement provides
that, among other things, Rogers will indemnify Ms. Jensen against certain
liabilities that may arise by reason of her status or service as a Rogers
Director, and that Rogers will advance to her the expenses incurred as a result
of a proceeding as to which she may be indemnified. The above description is
qualified in its entirety by the terms of the Form of Indemnification Agreement
(Director Form), a copy of which has been previously filed as Exhibit 99.1 to
Rogers' Current Report on Form 8-K, filed on December 14, 2004, and is
incorporated herein by reference.

Rogers has revised the forms of certain agreements under Rogers' 2005 Equity
Compensation Plan (the "2005 Plan") pursuant to which incentive stock options,
non-qualified stock options (for officers and employees, with vesting) and
restricted stock may be granted. Copies of these forms, as initially adopted,
were previously filed as Exhibits 10.2, 10.3 and 10.7, respectively, to Rogers'
Registration Statement on Form S-8 dated April 28, 2005, and filed on April 29,
2005. The revised forms of these agreements are filed herewith as Exhibits 10.2,
10.3 and 10.7, respectively.

On February 15, 2006, the Compensation and Organization Committee of the Board
of Directors approved grants of stock options for the following executive
officers:

  Name/Title                           Number of Shares       Number of Shares
                                       in Non-Qualified       in Incentive Stock
                                       Stock Option Grant     Option Grant

  Robert C. Daigle                         2,600                  6,000
   Vice President of Research
   & Development and Chief
   Technology Officer

  Paul B. Middleton                         0                     5,750
  Corporate Controller

  John A. Richie                           1,900                  6,000
   Vice President, Human Resources


                                        2

<PAGE>

  Robert M. Soffer                          0                     5,750
   Vice President, Treasurer and
   Secretary

  Robert D. Wachob                        33,500                  4,000
   President and Chief Executive
   Officer

All of the above non-qualified stock options and incentive stock options to
purchase, for up to ten years (unless previously terminated), shares of common
stock of Rogers, $1.00 par value per share ("Common Stock"), were granted
pursuant to the 2005 Plan at an exercise price of $48.00, the fair market value
per share of Common Stock as of February 15, 2006. The options granted to
Messrs. Daigle, Middleton, Richie and Soffer vest in one-third increments on the
second, third and fourth anniversary of the grant date, February 15, 2006. The
options granted to Mr. Wachob vest as follows: (i) the incentive stock option
vests as to 2,000 shares on February 15, 2009 and 2,000 shares on February 15,
2010; and (ii) the non-qualified stock option vests as to 12,500 shares on
February 15, 2008, 10,500 shares on February 15, 2009, and 10,500 shares on
February 15, 2010. Collectively, Mr. Wachob's incentive stock options and
non-qualified stock options vest in one-third increments. The above description
is qualified in its entirety by the terms of the revised forms of Incentive
Stock Option Agreement and Non-Qualified Stock Option Agreement (for Officers
and Employees, with Vesting) copies of which are filed herewith as Exhibits 10.2
and 10.3, respectively.

On February 16, 2006, the Board of Directors approved, effective April 1, 2006,
an increase in compensation provided in connection with the service of Rogers
non-employee Directors as follows: 1) an increase in the non-employee Director
annual retainer from $25,000 to $35,000, 2) an increase in board meeting fees
for a non-employee Director from $1,260 to $1,500, 3) an increase in the Lead
Director's annual retainer premium from $5,000 to $15,000, 4) an increase in the
Audit Committee chairperson's annual retainer premium from $5,000 to $10,000 per
year, 5) the establishment of a new $5,000 annual retainer premium for the
Nominating and Governance and Committee chairperson, 6) the establishment of a
new $5,000 annual retainer premium for the Finance Committee chairperson, and 7)
the establishment of a new $3,500 annual retainer premium for the Safety and
Environment Committee chairperson. These changes are more fully described and
set forth in Amendment No. 3 to Summary of Director and Executive Officer
Compensation, which is filed as Exhibit 10r-3 to this Current Report on Form
8-K.


ITEM 5.02         Departure of Directors or Principal Officers; Election of
                  Directors; Appointment of Principal Officers.

As previously reported in Rogers' Current Report on Form 8-K, filed on February
6, 2006, Dennis M. Loughran was appointed as Rogers' new Vice President Finance
and Chief Financial Officer effective February 1, 2006 with certain compensation
arrangements. On February 15, 2006, Mr. Loughran was awarded the following
equity grants under Rogers' 2005 Equity Compensation Plan: (i) an incentive
stock option to purchase, for up to ten years (unless previously terminated), up
to 6,000 shares of Rogers Common Stock, at an exercise price of $48.00 per share
(the fair market value of a share of Common Stock as of February 15, 2006) and
which vests in one-third increments on the second, third and fourth anniversary
dates of the grant; (ii) a non-qualified stock option to purchase, for up to ten
years (unless previously terminated), up to 9,000 shares of Common Stock, at an
exercise price of $48.00 per share (the fair market value of a share of Common
Stock as of February 15, 2006) and which vests in one-third increments on the
second, third and fourth anniversary dates of the grant; and (iii) 2,500 shares
of restricted Common Stock, at a purchase price of $0 and which vest completely
on the third anniversary date of the grant. The above description is qualified
in its entirety by the terms of the revised forms of Incentive Stock Option

                                       3

<PAGE>


Agreement, Non-Qualified Stock Option Agreement (for Officers and Employees,
with Vesting), and Restricted Stock Agreement, copies of which are filed
herewith as Exhibits 10.2, 10.3 and 10.7, respectively.


Also, on February 16, 2006, Rogers' Board of Directors voted to increase the
size of the Board of Directors from ten to eleven members and appointed Carol R.
Jensen as a new Director of Rogers. Ms. Jensen will serve as a Director until
the April 2006 annual meeting of shareholders and thereafter until her successor
is chosen and qualified.

Ms. Jensen is currently President and Principal Partner of Lightning Ranch
Group, which provides outsourced executive management services. From July 2001
to April 2004 she served as Global Vice President of R&D Performance Chemicals
for the Dow Chemical Company. Between 1990 and 2001 Ms. Jensen held several
roles of increasing responsibility at 3M Corporation, including Executive
Director, Corporate Technology and Electro & Communications Markets; Managing
Director of 3M Denmark; and Technical Director for the Electronics Products
Division. She started her professional career with 11 years at IBM in a variety
of positions including research, operations, product and process development,
and sales and marketing.

Ms. Jensen is eligible to participate in all compensation plans available to
Rogers' other Directors. A summary of the compensation available to Rogers
Directors is filed as Exhibit 10r-3 to this Current Report on Form 8-K.


ITEM 7.01         Regulation FD Disclosure

         On February 17, 2006, Rogers issued a press release announcing the
appointment of Carol R. Jensen as a new Director of Rogers. The press release is
furnished as Exhibit 99.3 hereto and is incorporated by reference.

         The information furnished in this report in this Item 7.01 shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section, nor
shall such information be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as shall be expressly set forth
by specific reference in such filing.



ITEM 9.01         Financial Statements and Exhibits

(c)  Exhibits.

     Exhibit No.       Description
     -----------       -----------



     10r-3*            Amendment No. 3 to Summary of Director and Executive
                       Officer Compensation, filed herewith.


                                        4

<PAGE>


     10.2*             Revised Form of Incentive Stock Option Agreement
                       under the 2005 Plan, filed herewith.

     10.3*             Revised Form of Non-Qualified Stock Option Agreement
                       (For Officers and Employees, with vesting) under the
                       2005 Plan, filed herewith.

     10.7 *            Revised Form of Restricted Stock Agreement under the
                       2005 Plan, filed herewith.

     99.1*             Form of Indemnification Agreement (Director Form),
                       previously filed as Exhibit 99.1 to the Company's
                       Current Report on Form 8-K, filed on December 14,
                       2004, and incorporated herein by reference.

     99.2*             Form of Indemnification Agreement (Officer Form),
                       previously filed as Exhibit 99.2 to the Company's
                       Current Report on Form 8-K, filed on December 14,
                       2004, and incorporated herein by reference.

     99.3              Press release by Rogers Corporation dated February
                       17, 2006 announcing the appointment of Carol R.
                       Jensen as a new Director of Rogers (furnished
                       pursuant to Item 7.01).


*  Management Contract.



  SIGNATURES



       Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                               ROGERS CORPORATION


                               By:    /s/  Robert M. Soffer
                                      ------------------------------------------
                               Name:  Robert M. Soffer
                               Title: Vice President, Treasurer and Secretary


Date:  February 22, 2006




                                        5

<PAGE>




                                  EXHIBIT INDEX

     Exhibit No.           Description
     -----------           -----------



         10r-3*            Amendment No. 3 to Summary of Director and Executive
                           Officer Compensation, filed herewith.

         10.2*             Revised Form of Incentive Stock Option Agreement
                           under the 2005 Plan, filed herewith.


         10.3*             Revised Form of Non-Qualified Stock Option Agreement
                           (For Officers and Employees, with vesting) under the
                           2005 Plan, filed herewith.

         10.7*             Revised Form of Restricted Stock Agreement under the
                           2005 Plan, filed herewith.

         99.1*             Form of Indemnification Agreement (Director Form),
                           previously filed as Exhibit 99.1 to the Company's
                           Current Report on Form 8-K, filed on December 14,
                           2004, and incorporated herein by reference.

         99.2*             Form of Indemnification Agreement (Officer Form),
                           previously filed as Exhibit 99.2 to the Company's
                           Current Report on Form 8-K, filed on December 14,
                           2004, and incorporated herein by reference.

         99.3              Press release by Rogers Corporation dated February
                           17, 2006 announcing the appointment of Carol R.
                           Jensen as a new Director of Rogers (furnished
                           pursuant to Item 7.01).


*     Management Contract.




                                        6










</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>a5086873-ex10r3.txt
<DESCRIPTION>EXHIBIT 10
<TEXT>
                                                                   Exhibit 10r-3


          AMENDMENT NO. 3 TO SUMMARY OF DIRECTOR AND EXECUTIVE OFFICER
                                  COMPENSATION.

                              As of February 22, 2006

Section I to Amendment No. 2 To Summary of Director and Executive Officer
Compensation dated as of August 10, 2005 and filed as Exhibit 10r-2 to Rogers
Corporation quarterly report filed on Form 10-Q filed with the Securities and
Exchange Commission on August 10, 2005 is hereby amended and restated in its
entirety:

I. DIRECTOR COMPENSATION. The following table sets forth the rates of
compensation for non-employee directors that will become effective on April 1,
2006.


Annual Retainer
- ---------------
Audit Committee Chairperson*                                 $45,000
Compensation and Organization Committee Chairperson          $42,500
Lead Director*                                               $50,000
Nominating and Governance Committee Chairperson              $40,000
Finance Committee Chairperson                                $40,000
Safety and Environment Committee Chairperson                 $38,500
Each Other Non-Employee Director                             $35,000

* Robert G. Paul, who is Chairperson of the Audit Committee as well as Lead
Director, on an annualized basis, will receive an annual retainer of $60,000
($35,000 as a Non-Employee Director, an additional $10,000 as Chairperson of the
Audit Committee, and an additional $15,000 as Lead Director).

Board Meeting Attendance Fees
- -----------------------------
Non-Employee Directors                                       $1,500

Committee Meeting Attendance Fees
- ---------------------------------
Committee Chairpersons                                       $1,500
Committee Members                                            $1,000

Telephone Meetings                                50% of the fee entitled
                                                  had the meeting been held
                                                  in person

Under the 2005 Equity Compensation Plan, the annual retainer for non-employee
directors is paid semi-annually in shares of Rogers capital stock, with the
number of shares of stock granted based on their then fair market value
(pro-rated to reflect directors joining the Board after the beginning of the
year, as in the case of Carol R. Jensen, who joined the Board in February 2006).
Stock options are also granted to each non-employee director twice a year.
Currently, such semi-annual stock option grants are for 2,250 shares (also
pro-rated, as in the case of Ms. Jensen) each with an exercise price equal to
the fair market value of a share of Rogers capital stock as of the date of
grant. Such options are immediately exercisable and expire ten years from the
date of grant.



<PAGE>


On a yearly basis, non-employee directors can choose whether to receive their
meeting fees in cash, stock or a combination thereof. In addition, under Rogers
Voluntary Deferred Compensation Plan for Non-Employee Directors, such
individuals may elect to defer all or a portion of their annual retainer and
meeting fees, regardless of whether such amounts would have been paid in cash or
in Rogers capital stock.

For 2006, certain of Rogers' non-employee directors made the following
elections:

   Eileen S. Kraus: Receive meeting fees in Rogers stock on a current basis.

   Gregory B. Howey:  Defer receipt of Rogers stock for the annual retainer.
Receive meeting fees in Rogers stock, but defer receipt.

   William E. Mitchell:  Defer receipt of Rogers stock for the annual retainer.

Rogers' other non-employee directors, Leonard M. Baker, Charles M. Brennan, III,
Walter E. Boomer, Edward L. Diefenthal, Leonard R. Jaskol, Carol R. Jensen, and
Robert G. Paul by not making any special election, will receive Rogers stock for
the annual retainer on a current basis (as will Ms. Kraus) and will receive
their meeting fees in cash on a current basis (as will Mr. Mitchell and Mr.
Paul).



                                       2


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>a5086873-ex102.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                                                    EXHIBIT 10.2

                               ROGERS CORPORATION
                          2005 EQUITY COMPENSATION PLAN

                        INCENTIVE STOCK OPTION AGREEMENT


     Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the
"Plan"), Rogers Corporation (the "Company") hereby grants to
_____________________________ (the "Optionee"), an incentive stock option (the
"Stock Option") to purchase a maximum of __________ shares of capital stock of
the Company (the "Capital Stock") at the price of $_____ per share, subject to
the terms of this Agreement. The Stock Option is granted as of
_____________________ (the "Grant Date").

     1. Timing of Exercise. Subject to Section 2 below, this Stock Option shall
become exercisable as follows: ________________________________________________;
except that upon the occurrence of a Sale Event (as defined in the Plan) or for
the reasons stated in Sections 2(a) or 2(b) below, this Stock Option shall
become fully exercisable. This Stock Option shall remain exercisable until it
expires on the tenth anniversary of the Grant Date, unless the Stock Option is
sooner terminated as provided herein.

     2. Termination of Stock Option. If the Optionee's employment by the Company
and its Subsidiaries terminates for any reason, other than death, Disability, or
Retirement (as defined in the Plan and described below), the Stock Option may
thereafter be exercised, to the extent it was exercisable on the date of
termination of employment, for a period of three months from the date of
termination of employment or the tenth anniversary of the Grant Date, if
earlier.

          (a) Termination by Reason of Death. If the Optionee's employment by
     the Company and its Subsidiaries terminates by reason of death, the Stock
     Option shall become immediately vested and exercisable in full and may
     thereafter be exercised by the Optionee's beneficiary for a period of five
     years from the date of death or until the tenth anniversary of the Grant
     Date, if earlier.

          (b) Termination by Reason of Disability or Retirement. If the
     Optionee's employment by the Company and its Subsidiaries terminates by
     reason of Disability (as defined in the Plan), the Stock Option shall
     become immediately vested and exercisable in full and may thereafter be
     exercised for a period of five years from the date of such termination of
     employment or until the tenth anniversary of the Grant Date, if earlier. If
     the Optionee's employment by the Company and its Subsidiaries terminates by
     reason of Retirement (as defined in the Plan), the Stock Option shall
     become immediately vested and exercisable in full and may thereafter be
     exercised for a period of five years from the date of such termination of
     employment or until the tenth anniversary of the Grant Date, if earlier.

     3. Manner of Exercise. This Stock Option may be exercised in whole or in
part by giving written or electronic notice of exercise to the Company

                                     1 of 4

<PAGE>


or the Company's designee designated to accept such notices specifying the
number of shares to be purchased. Payment of the purchase price may be made by
one or more of the following methods:

          (a) In cash, by check, or by other instrument acceptable to the
     Company;

          (b) In Capital Stock (either actually or by attestation) valued at its
     Fair Market Value (as defined in the Plan) as of the date of exercise; or

          (c) By a combination of (a) and (b).

     The Optionee may also deliver to the Company or the Company's designee a
properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company cash, a check or other instrument
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 Company shall prescribe as a condition
of such payment. Payment instructions will be received subject to collection.

     Ownership of shares of Capital Stock to be purchased pursuant to the
exercise of the Stock Option will be contingent upon receipt by the Company of
the full purchase price for such shares and the fulfillment of any other
requirements contained in the Plan, this Agreement and applicable provisions of
law. In the event the Optionee chooses to pay the purchase price by
previously-owned shares of Capital Stock through the attestation method, only
the net amount of shares shall be issued.

     4. Stock Option Not Transferable. This Stock Option is not transferable
otherwise than by will or by the laws of descent and distribution, and this
Stock Option shall be exercisable during the Optionee's lifetime only by the
Optionee.

     5. Stock Option Shares. The shares to be issued under the Plan are shares
of the Capital Stock of the Company as constituted as of the date of this
Agreement, subject to adjustment as provided in Section 3(b) of the Plan.

     6. Sale Event. The occurrence of a Sale Event (as defined in the Plan)
shall cause this Stock Option to terminate, to the extent not then exercised,
unless any surviving entity agrees to assume this Stock Option.

     7. Rights as a Shareholder. The Optionee shall have the rights of a
shareholder only as to shares of Capital Stock acquired upon exercise of the
Stock Option and not as to any shares of Capital Stock covered by unexercised
Stock Options. Except as otherwise expressly provided in the Plan, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date such shares are acquired.

     8. Tax Withholding. The Optionee hereby agrees that the exercise of this
Stock Option or any installment thereof will not be effective, and no shares
will become transferable to the Optionee, until the Optionee makes appropriate
arrangements with the Company for such income and employment tax withholding as
may be required of the Company under applicable United States federal, state or
local law on account of such exercise. The Optionee may satisfy the

                                     2 of 4

<PAGE>


obligation(s), in whole or in part, by electing (i) to make a payment to the
Company in cash, by check or by other instrument acceptable to the Company, (ii)
subject to the general or specific approval of the Compensation and Organization
Committee of the Board of Directors of the Company (the "Committee"), to deliver
to the Company a number of already-owned shares of Capital Stock having a value
not greater than the amount required to be withheld (such number may be rounded
up to the next whole share), or (iii) by any combination of (i) and (ii) and/or
the procedures described in the following sentence. The Committee may also
permit, in its sole discretion and in accordance with such procedures as it
deems appropriate, the Optionee to have the Company withhold a number of shares
which would otherwise be issued pursuant to this Stock Option having a value not
greater than the amount required to be withheld (such number may be rounded up
to the next whole share). The value of shares to be withheld or delivered (if
permitted by the Committee) shall be based on the Fair Market Value of a share
of Capital Stock as of the date the amount of tax to be withheld is to be
determined.

     9. Tax Status. The Stock Option is intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as amended,
but the Company does not represent or warrant that the Stock Option qualifies as
such. The Optionee understands that in order to obtain the benefits of an
incentive stock option under Section 422 of the Code, no sale or other
disposition may be made of any shares of Capital Stock acquired upon the
exercise of the Stock Option within the one-year period beginning on the day
after the day of the transfer of such shares to him or her, nor within the
two-year period beginning on the day after the Grant Date. The Optionee further
understands that in order to obtain the benefits of an incentive stock option
under Section 422 of the Code, the Stock Option must be exercised within (a)
three months of the date of termination of employment in the case of termination
by reason other than the Optionee's death or Disability, or (b) one year from
the date of termination of employment in the case of termination by reason of
Disability.

     If the Optionee intends to dispose or does dispose (whether by the sale,
gift, transfer or otherwise) of any such shares within said periods, he or she
will notify the Company or the Company's designee within 30 days after such
disposition. In addition, Stock Options granted under the Plan (and any other
plan maintained by the Company or any subsidiary or parent corporation)
representing no more than $100,000 of the aggregate Fair Market Value of shares
of Capital Stock (determined as of the time of grant) may become exercisable for
the first time by the Optionee during any calendar year and be treated as
incentive stock options under Section 422 of the Code.

     In the event that the Stock Option, or any portion thereof, shall for any
reason fail to qualify as an incentive stock option under Section 422 of the
Code, it shall thereafter be treated, to the extent of such failure, as a
non-qualified stock option granted under the Plan.

     10. The Plan. The Stock Option is subject in all respects to the terms,
conditions, limitations and definitions contained in the Plan. In the event of
any discrepancy or inconsistency between this Agreement and the Plan, the terms
and conditions of the Plan shall control. Capitalized terms in this Agreement
shall have the meaning specified in the Plan, unless a different meaning is
specified herein.

                                     3 of 4

<PAGE>


     11. No Obligation to Exercise Stock Option. The grant and acceptance of the
Stock Option imposes no obligation on the Optionee to exercise it.

     12. No Obligation to Continue Employment. Neither the Company nor any
Subsidiary is obligated by or as a result of the Plan or this Agreement to
continue the Optionee in employment.

     13. Notices. Notices hereunder shall be mailed or delivered to the Company
at its principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at such
other address as one party may subsequently furnish to the other party in
writing.

     14. Purchase Only for Investment. To insure the Company's compliance with
the Securities Act of 1933, as amended, the Optionee agrees for himself or
herself, the Optionee's legal representatives and estate, or other persons who
acquire the right to exercise the Stock Option upon his or her death, that
shares will be purchased in the exercise of the Stock Option for investment
purposes only and not with a view to their distribution, as that term is used in
the Securities Act of 1933, as amended, unless in the opinion of counsel to the
Company such distribution is in compliance with or exempt from the registration
and prospectus requirements of that Act.

     15. Governing Law. This Agreement and the Stock Option shall be governed by
the laws of the Commonwealth of Massachusetts, United States of America.

     16. Beneficiary Designation. The Optionee may designate beneficiary(ies) to
whom shall be transferred any rights under the Stock Option which survive the
Optionee's death.

To obtain the beneficiary designation form, please go to the "Options and Equity
Awards" section of the Schwab Equity Award Center website
(http://equityawardcenter.schwab.com) and click on the "Review message" from
your "employer". Alternatively, you may request this beneficiary designation
form by sending an e-mail to equityawardsadmin@rogerscorporation.com or calling
the Office of the Corporate Secretary of Rogers Corporation at 800-227-6437 ext.
5566.

     In the absence of an effective beneficiary designation, the Optionee
acknowledges that any rights under the Stock Option which survive the Optionee's
death shall be rights of his or her estate.


By:  Rogers Corporation
     ------------------

     By clicking Accept below I hereby acknowledge receipt of the foregoing
Stock Option and agree to its terms and conditions:

                                     4 of 4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>a5086873-ex103.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
                                                                    EXHIBIT 10.3

                               ROGERS CORPORATION
                          2005 EQUITY COMPENSATION PLAN

                      NON-QUALIFIED STOCK OPTION AGREEMENT
                          (For Officers and Employees)


     Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the
"Plan"), Rogers Corporation (the "Company") hereby grants to
_____________________________ (the "Optionee"), a non-qualified stock option
(the "Stock Option") to purchase a maximum of __________ shares of capital stock
of the Company (the "Capital Stock") at the price of $_____ per share, subject
to the terms of this Agreement. The Stock Option is granted as of
_____________________ (the "Grant Date").

     1. Timing of Exercise. Subject to Section 2 below, this Stock Option shall
become exercisable as follows:_________________________________________________;
except that upon the occurrence of a Sale Event (as defined in the Plan) or for
the reasons stated in Sections 2(a) or 2(b) below, this Stock Option shall
become fully exercisable. This Stock Option shall remain exercisable until it
expires on the tenth anniversary of the Grant Date, unless the Stock Option is
sooner terminated as provided herein.

     2. Termination of Stock Option. If the Optionee's employment by the Company
and its Subsidiaries terminates for any reason, other than death, Disability, or
Retirement (as defined in the Plan and described below), the Stock Option may
thereafter be exercised, to the extent it was exercisable on the date of
termination of employment, for a period of three months from the date of
termination of employment or the tenth anniversary of the Grant Date, if
earlier.

          (a) Termination by Reason of Death. If the Optionee's employment by
     the Company and its Subsidiaries terminates by reason of death, the Stock
     Option shall become immediately vested and exercisable in full and may
     thereafter be exercised by the Optionee's beneficiary for a period of five
     years from the date of death or until the tenth anniversary of the Grant
     Date, if earlier.

          (b) Termination by Reason of Disability or Retirement. If the
     Optionee's employment by the Company and its Subsidiaries terminates by
     reason of Disability (as defined in the Plan), the Stock Option shall
     become immediately vested and exercisable in full and may thereafter be
     exercised for a period of five years from the date of such termination of
     employment or until the tenth anniversary of the Grant Date, if earlier. If
     the Optionee's employment by the Company and its Subsidiaries terminates by
     reason of Retirement (as defined in the Plan), the Stock Option shall
     become immediately vested and exercisable in full and may thereafter be
     exercised for a period of five years from the date of such termination of
     employment or until the tenth anniversary of the Grant Date, if earlier.

                                     1 of 4

<PAGE>



     3. Manner of Exercise. This Stock Option may be exercised in whole or in
part by giving written or electronic notice of exercise to the Company or the
Company's designee designated to accept such notices specifying the number of
shares to be purchased. Payment of the purchase price may be made by one or more
of the following methods:

          (a) In cash, by check, or by other instrument acceptable to the
     Company;

          (b) In Capital Stock (either actually or by attestation) valued at its
     Fair Market Value (as defined in the Plan) as of the date of exercise; or

          (c) By a combination of (a) and (b).

     The Optionee may also deliver to the Company or the Company's designee a
properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company cash, a check or other instrument
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 Company shall prescribe as a condition
of such payment. Payment instructions will be received subject to collection.

     Ownership of shares of Capital Stock to be purchased pursuant to the
exercise of the Stock Option will be contingent upon receipt by the Company of
the full purchase price for such shares and the fulfillment of any other
requirements contained in the Plan, this Agreement and applicable provisions of
law. In the event the Optionee chooses to pay the purchase price by
previously-owned shares of Capital Stock through the attestation method, only
the net amount of shares shall be issued.

     4. Stock Option Transferable in Limited Circumstances. This Stock Option
may be transferred 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 the terms of this Agreement and the
Plan. Except as permitted in the preceding sentence, the Stock Option is not
transferable otherwise than by will or by the laws of descent and distribution,
and this Stock Option shall be exercisable during the Optionee's lifetime only
by the Optionee.

     5. Stock Option Shares. The shares to be issued under the Plan are shares
of the Capital Stock of the Company as constituted as of the date of this
Agreement, subject to adjustment as provided in Section 3(b) of the Plan.

     6. Sale Event. The occurrence of a Sale Event (as defined in the Plan)
shall cause this Stock Option to terminate, to the extent not then exercised,
unless any surviving entity agrees to assume this Stock Option.

     7. Rights as a Shareholder. The Optionee shall have the rights of a
shareholder only as to shares of Capital Stock acquired upon exercise of the
Stock Option and not as to any shares of Capital Stock covered by unexercised
Stock Options. Except as otherwise expressly provided in the Plan, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date such shares are acquired.

                                     2 of 4

<PAGE>


     8. Tax Withholding. The Optionee hereby agrees that the exercise of this
Stock Option or any installment thereof will not be effective, and no shares
will become transferable to the Optionee, until the Optionee makes appropriate
arrangements with the Company for such income and employment tax withholding as
may be required of the Company under applicable United States federal, state or
local law on account of such exercise. The Optionee may satisfy the
obligation(s), in whole or in part, by electing (i) to make a payment to the
Company in cash, by check or by other instrument acceptable to the Company, (ii)
subject to the general or specific approval of the Compensation and Organization
Committee of the Board of Directors of the Company (the "Committee"), to deliver
to the Company a number of already-owned shares of Capital Stock having a value
not greater than the amount required to be withheld (such number may be rounded
up to the next whole share), or (iii) by any combination of (i) and (ii) and/or
the procedures described in the following sentence. The Committee may also
permit, in its sole discretion and in accordance with such procedures as it
deems appropriate, the Optionee to have the Company withhold a number of shares
which would otherwise be issued pursuant to this Stock Option having a value not
greater than the amount required to be withheld (such number may be rounded up
to the next whole share). The value of shares to be withheld or delivered (if
permitted by the Committee) shall be based on the Fair Market Value of a share
of Capital Stock as of the date the amount of tax to be withheld is to be
determined.

     9. Tax Status. The Stock Option is not intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

     10. The Plan. The Stock Option is subject in all respects to the terms,
conditions, limitations and definitions contained in the Plan. In the event of
any discrepancy or inconsistency between this Agreement and the Plan, the terms
and conditions of the Plan shall control. Capitalized terms in this Agreement
shall have the meaning specified in the Plan, unless a different meaning is
specified herein.

     11. No Obligation to Exercise Stock Option. The grant and acceptance of the
Stock Option imposes no obligation on the Optionee to exercise it.

     12. No Obligation to Continue Employment. Neither the Company nor any
Subsidiary is obligated by or as a result of the Plan or this Agreement to
continue the Optionee in employment.

     13. Notices. Notices hereunder shall be mailed or delivered to the Company
at its principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at such
other address as one party may subsequently furnish to the other party in
writing.

     14. Purchase Only for Investment. To insure the Company's compliance with
the Securities Act of 1933, as amended, the Optionee agrees for himself or
herself, the Optionee's legal representatives and estate, or other persons who
acquire the right to exercise the Stock Option upon his or her death, that
shares will be purchased in the exercise of the Stock Option for investment
purposes only and not with a view to their distribution, as that term is used in
the Securities Act of 1933, as amended, unless in the opinion of counsel to the

                                     3 of 4

<PAGE>


Company such distribution is in compliance with or exempt from the registration
and prospectus requirements of that Act.

     15. Governing Law. This Agreement and the Stock Option shall be governed by
the laws of the Commonwealth of Massachusetts, United States of America.

     16. Beneficiary Designation. The Optionee may designate beneficiary(ies) to
whom shall be transferred any rights under the Stock Option which survive the
Optionee's death.

To obtain the beneficiary designation form, please go to the "Options and Equity
Awards" section of the Schwab Equity Award Center website
(http://equityawardcenter.schwab.com) and click on the "Review message" from
your "employer". Alternatively, you may request this beneficiary designation
form by sending an e-mail to equityawardsadmin@rogerscorporation.com or calling
the Office of the Corporate Secretary of Rogers Corporation at 800-227-6437 ext.
5566.

     In the absence of an effective beneficiary designation, the Optionee
acknowledges that any rights under the Stock Option which survive the Optionee's
death shall be rights of his or her estate.

By: Rogers Corporation
    ------------------

     By clicking Accept below I hereby acknowledge receipt of the foregoing
Stock Option and agree to its terms and conditions:


                                     4 of 4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>5
<FILENAME>a5086873-ex107.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
                                                                    EXHIBIT 10.7

                               ROGERS CORPORATION
                          2005 EQUITY COMPENSATION PLAN

                           RESTRICTED STOCK AGREEMENT


     Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the
"Plan"), Rogers Corporation (the "Company") hereby grants to
_____________________________ (the "Grantee"), a restricted stock award (the
"RSA") for __________ shares of capital stock of the Company (the "Capital
Stock"), subject to the terms of this Agreement. The RSA is granted as of
_____________________ (the "Grant Date").

     1. Acceptance of Award. The Grantee shall have no rights with respect to
this RSA unless he or she shall have accepted this RSA prior to the close of
business on the first business day on or after the 30th calendar day following
the Grant Date by signing and delivering to the Company a copy of this RSA
Agreement. Upon acceptance of this RSA by the Grantee, certificates evidencing
the shares of Capital Stock so accepted shall be issued to the Grantee, and the
Grantee's name shall be entered as the shareholder of record on the books of the
Company. Thereupon, the Grantee shall have all the rights of a shareholder with
respect to such shares, including voting rights, subject, however, to the
restrictions and conditions specified in Section 2 below.

     2. Restrictions and Conditions.

          (a) Certificates, if any, evidencing the shares of Capital Stock
     granted herein may bear an appropriate legend, as determined by the Company
     in its sole discretion, to the effect that such shares are subject to
     restrictions as set forth herein and in the Plan, and shall remain in the
     possession of the Company until such shares of Capital Stock are no longer
     subject to the restrictions as set forth herein.

          (b) Shares of Capital Stock granted herein may not be sold, assigned,
     transferred, pledged or otherwise encumbered or disposed of by the Grantee
     prior to vesting.

          (c) If the Grantee's employment with the Company and its Subsidiaries
     is voluntarily or involuntarily terminated for any reason, other than death
     or Disability (as defined in the Plan), prior to vesting of shares of
     Capital Stock granted herein, the Company shall have the right, at the
     discretion of the Company, to repurchase such shares from the Grantee at
     their purchase price, if any. The Company must exercise such right of
     repurchase (or forfeiture if there is no purchase price) by written notice
     to the Grantee not later than 60 days following such termination of
     employment. If the Grantee's employment with the Company and its
     Subsidiaries is terminated due to the Grantee's death or Disability (as
     defined in the Plan), then this RSA shall become fully vested on such date
     of termination.

                                     1 of 4

<PAGE>


     3. Vesting of RSA. The restrictions and conditions in Section 2 of this
Agreement shall lapse on the vesting date or dates as follows:
__________________________________. Subsequent to such vesting date or dates,
the shares of Capital Stock on which all restrictions and conditions have lapsed
shall no longer be subject to this Agreement.

     4. RSA Shares. The shares to be issued under the Plan are shares of the
Capital Stock of the Company as constituted as of the date of this Agreement,
subject to adjustment as provided in Section 3(b) of the Plan.

     5. Rights as a Shareholder. Dividends on shares of Capital Stock subject to
the RSA shall be paid currently to the Grantee.

     6. Tax Withholding. The Grantee hereby agrees that the Grantee shall make
appropriate arrangements with the Company for such income and employment tax
withholding as may be required of the Company under applicable United States
federal, state or local law on account of the RSA. The Grantee may satisfy the
obligation(s), in whole or in part, by electing (i) to make a payment to the
Company in cash, by check or by other instrument acceptable to the Company, (ii)
subject to the general or specific approval of the Compensation and Organization
Committee of the Board of Directors of the Company (the "Committee"), to deliver
to the Company a number of already-owned shares of Capital Stock having a value
not greater than the amount required to be withheld (such number may be rounded
up to the next whole share), or (iii) by any combination of (i) and (ii). The
value of shares to be delivered (if permitted by the Committee) shall be based
on the Fair Market Value of a share of Capital Stock as of the date the amount
of tax to be withheld is to be determined.

     7. The Plan. The RSA is subject in all respects to the terms, conditions,
limitations and definitions contained in the Plan. In the event of any
discrepancy or inconsistency between this Agreement and the Plan, the terms and
conditions of the Plan shall control. Capitalized terms in this Agreement shall
have the meaning specified in the Plan, unless a different meaning is specified
herein.

     8. No Obligation to Continue Employment. Neither the Company nor any
Subsidiary is obligated by or as a result of the Plan or this Agreement to
continue the Grantee in employment.

     9. Notices. Notices hereunder shall be mailed or delivered to the Company
at its principal place of business and shall be mailed or delivered to the
Grantee at the address on file with the Company or, in either case, at such
other address as one party may subsequently furnish to the other party in
writing.

     10. Purchase Only for Investment. To insure the Company's compliance with
the Securities Act of 1933, as amended, the Grantee agrees for himself or
herself, the Grantee's legal representatives and estate, or other persons who
acquire the right to the RSA upon his or her death, that shares will be acquired
hereunder for investment purposes only and not with a view to their

                                     2 of 4


distribution, as that term is used in the Securities Act of 1933, as amended,
unless in the opinion of counsel to the Company such distribution is in
compliance with or exempt from the registration and prospectus requirements of
that Act.

     11. Governing Law. This Agreement and the RSA shall be governed by the laws
of the Commonwealth of Massachusetts, United States of America.

     12. Beneficiary Designation. The Grantee hereby designates the following
person(s) as the Grantee's beneficiary(ies) to whom shall be transferred any
rights under the RSA which survive the Grantee's death. If the Grantee names
more than one primary beneficiary and one or more of such primary beneficiaries
die, the deceased primary beneficiary's interest will be apportioned among any
surviving primary beneficiaries before any contingent beneficiary receives any
amount, unless the Grantee indicates otherwise in a signed and dated additional
page. The same rule shall apply within the category of contingent beneficiaries.
Unless the Grantee has specified otherwise herein, any rights which survive the
Grantee's death will be divided equally among the Grantee's primary
beneficiaries or contingent beneficiaries, as the case may be.


                            PRIMARY BENEFICIARY(IES)

       Name                           %                  Address
       ----                          ---                 -------

(a) _____________________________    ____      _________________________________

(b) _____________________________    ____      _________________________________

(c) _____________________________    ____      _________________________________



                           CONTINGENT BENEFICIARY(IES)

       Name                           %                  Address
       ----                          ---                 -------

(a) _____________________________    ____      _________________________________

(b) _____________________________    ____      _________________________________

(c) _____________________________    ____      _________________________________



     In the absence of an effective beneficiary designation, the Grantee
acknowledges that any rights under the RSA which survive the Grantee's death
shall be rights of his or her estate.


                                     3 of 4

<PAGE>


                                             ROGERS CORPORATION



                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


     The undersigned hereby acknowledges receipt of the foregoing RSA and agrees
to its terms and conditions:



                                             -----------------------------------
                                             Grantee




                                     4 of 4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>6
<FILENAME>a5086873-ex993.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>
                                                                    Exhibit 99.3

Rogers Corporation - Appointment of a New Board Director

    ROGERS, Conn.--(BUSINESS WIRE)--Feb. 17, 2006--Rogers Corporation (NYSE:ROG)
today announced that on February 16, 2006, its Board of Directors appointed
Carol R. Jensen to serve as a member of the Company's Board.
    Ms. Jensen is currently President and Principal Partner of Lightning Ranch
Group, which provides outsourced executive management services. From July 2001
to April 2004 she served as Global Vice President of R&D Performance Chemicals
for the Dow Chemical Company. Between 1990 and 2001 Ms. Jensen held several
roles of increasing responsibility at 3M Corporation, including Executive
Director, Corporate Technology and Electro & Communications Markets; Managing
Director of 3M Denmark; and Technical Director for the Electronics Products
Division. She started her professional career with 11 years at IBM in a variety
of positions including research, operations, product and process development,
and sales and marketing.
    Ms. Jensen holds a Bachelor of Arts in Chemistry from Douglass College,
Rutgers University, and a Ph.D. in Chemistry from the California Institute of
Technology.
    Rogers Corporation, headquartered in Rogers, CT, U.S.A., develops and
manufactures high-performance specialty materials, which serve a diverse range
of markets including: portable communication devices, communication
infrastructure, consumer products, computer and office equipment, ground
transportation, and aerospace and defense. Rogers operates manufacturing
facilities in Connecticut, Arizona, and Illinois in the U.S., in Gent, Belgium,
in Suzhou, China, and in Hwasung City, Korea. Sales offices are located in
Belgium, Japan, Taiwan, Korea, China, and Singapore.


    CONTACT: Rogers Corporation
             Edward Joyce, 860-779-5705
             Fax: 860-779-5509
             E-mail: edward.joyce@rogerscorporation.com
             Rogers' Web site: www.rogerscorporation.com

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
