Exhibit 10.2
CABOT CORPORATION
AMENDED AND
RESTATED
SUPPLEMENTAL RETIREMENT SAVINGS
PLAN
PREAMBLE
Cabot Corporation (the
“Corporation”) initially adopted the Cabot Corporation
Supplemental Retirement Incentive Savings Plan, a nonqualified
supplemental plan, pursuant to a vote of the Board of Directors of
the Corporation on February 10, 1984. The Supplemental
Retirement Incentive Savings Plan incorporated a supplemental
profit-sharing plan previously authorized by the Board of Directors
on September 10, 1976. The Supplemental Retirement Incentive
Savings Plan was amended and restated effective September 9,
1988, and subsequently amended from time to time. The Corporation
adopted the Cabot Corporation Supplemental Employee Stock Ownership
Plan pursuant to a vote of the Board of Directors, effective
September 9, 1988, and subsequently amended the plan from time
to time.
Effective December 31, 2000,
the Cabot Corporation Retirement Incentive Savings Plan was merged
with and into the Cabot Corporation Employee Stock Ownership Plan,
and the combined amended and restated plan was renamed the Cabot
Corporation Retirement Savings Plan (the “CRSP”).
Further, effective December 31, 2000, the Supplemental
Retirement Incentive Savings Plan was merged with and into the
Supplemental Employee Stock Ownership Plan, and the combined
amended and restated plan was renamed the Cabot Supplemental
Retirement Savings Plan (the “Plan”).
The 2008 amendment and restatement
of the Plan set forth herein is intended inter alia to
conform the Plan to the requirements of Section 409A of the
Internal Revenue Code, as amended from time to time, including the
transition rules and exemptive relief provisions thereunder
(“Section 409A”), and shall be construed consistent
with that intent. For purposes of Section 409A compliance, the
Plan consists of two parts: (i) amounts deferred on behalf of
a Participant that were earned and vested on or after
January 1, 2005, including all income, gains and losses
credited or charged with respect thereto (“Section 409A
deferrals”) and (ii) amounts deferred on behalf of a
Participant that were earned and vested on or before
December 31, 2004 (including all income, gains and losses
credited or charged with respect thereto) (“grandfathered
deferrals”). With respect to Section 409A deferrals, the
Plan is intended to comply with the requirements of
Section 409A and shall be interpreted and administered in a
manner consistent with such requirements. With respect to
grandfathered deferrals, the Plan is intended to be grandfathered
for purposes of Section 409A and therefore exempt from
Section 409A.
The provisions of this amended and
restated Plan are effective as of January 1, 2009 except with
respect to grandfathered deferrals, which will continue to be
governed by the terms of the Plan as in effect on December 31,
2004. The grandfathered deferrals have not been amended or modified
after October 3, 2004, and a copy of the Plan as in effect on
December 31, 2004 is attached hereto as Appendix A.
The purpose of the Plan is to
provide benefits to a designated group of managers who are highly
compensated employees of the Corporation or its subsidiaries,
supplemental to benefits provided under the CRSP. The Plan is
intended to be “a plan which is unfunded and is maintained by
an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees” within the meaning of sections 201(2), 301(a)(3)
and 401(a)(1) of the Employee Retirement Income Security Act of
1974, as amended from time to time.
Except as otherwise specifically
provided herein, the rights and benefits, if any, of an individual
who was a participant in the Plan (including any component
predecessor plan) and who ceased to be a participant on or prior to
December 31, 2008, will be determined in accordance with the
provisions of the Plan as in effect on the date he or she ceased to
be a participant and in accordance with the requirements of
Section 409A as applicable.
SECTION 1 Definitions
When used herein, capitalized words
and phrases shall have the following meanings. Capitalized words
and phrases that are not defined herein shall have the meanings
assigned to them in the CRSP.
1.1. “Applicable Matching
Percentage” means (i) for any period for which Basic
Matching Contributions but no discretionary Matching Contributions
are made under Section 6.5(a) of the CRSP, five and
five-eighths (5.625%) percent; and (ii) for any period
for which discretionary Matching Contributions are made under the
CRSP, 5.625% plus the maximum rate (expressed as a percentage of
Compensation) at which discretionary Matching Contributions are
made for such period with respect to any participant in the
CRSP.
1.2. “Beneficiary” means
the individual(s) or entity(ies) entitled under Section 3.6
below to receive any benefits hereunder upon the death of a
Supplemental Plan Participant.
1.3. “CRSP” means the
Cabot Corporation Retirement Savings Plan.
1.4. “Code” means the
Internal Revenue Code of 1986, as amended from time to
time.
1.5. “Committee” means
the Benefits Committee as defined in the CRSP.
1.6. “Corporation” means
Cabot Corporation.
1.7. “Employer” means
the Corporation and/or any Affiliated Employer, as required by the
context.
1.8. “Memorandum
Account” means the account established by the Corporation on
behalf of each Supplemental Plan Participant, to which amounts
described in Sections 3.1 shall be credited. The Committee shall
establish such subaccounts as may be necessary or desirable to
implement the terms of this Plan.
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1.9. “Plan” means this
Supplemental Retirement Savings Plan.
1.10. “Retirement” means
Separation from Service with the Corporation and other Affiliated
Employers by the Supplemental Plan Participant following attainment
of his or her Early Retirement Date or Normal Retirement Date. An
individual who has Separated from Service by reason of Retirement
shall be treated as having “Retired.”
1.11. “Section 409A”
means Section 409A of the Code and guidance issued
thereunder.
1.12. “Separation from
Service” means and correlative terms mean a “separation
from service” (as that term is defined at Treas. Regs. §
1.409A-1(h)) from (i) in the case of a Participant employed by
the Corporation, the Corporation and from all other corporations
and trades or businesses, if any, that would be treated as a single
“service recipient” with the Corporation under Treas.
Regs. § 1.409A-1(h)(3) or (ii) in the case of a
Participant employed by an Affiliated Employer other than the
Corporation, such Affiliated Employer and from all other
corporations and trades or businesses, if any, that would be
treated as a single “service recipient” with such
Affiliated Employer under Treas. Regs. §
1.409A-1(h)(3).
1.13. “Specified
Employee” means a Supplemental Plan Participant who
(i) has a Separation from Service in the period beginning
July 1 of any given year and ending June 30 of the
following year and (ii) was a “key employee”
(determined under Section 416(i)(1)(A)(i), (ii) or
(iii) of the Code, applied in accordance with the regulations
thereunder and disregarding Section 416(i)(5) of the Code) at
any time during the 12-month period ending on the March 31
immediately preceding such July 1; provided, however, that
such Participant will be treated as a Specified Employee hereunder
only if on the date of such Participant’s Separation from
Service, the Company (or any other corporation forming part of the
Employer) is a corporation any stock of which is publicly traded on
an established securities market or otherwise.
1.14. “Supplemental Plan
Participant” means an individual who participates in the Plan
in accordance with Section 2 below.
1.15. “Valuation Date”
means any business day the New York Stock Exchange is open for
trading and such other date or dates as may be specified by the
Investment Committee of the Corporation from time to
time.
SECTION 2 Participation
2.1. Participation . Any
person who was a participant in the Plan on December 31, 2008,
will continue to participate in the Plan in accordance with its
terms after such date. Each other individual who is a participant
in the CRSP shall begin participation in and shall accrue benefits
as provided in Section 3 from the first day of the first month
following the date that such individual satisfies either
(a) or (b) below, and, with respect to accruals described
in Section 3.1(a), also satisfies (c) below.
(a) This Section 2.1(a) is
satisfied if such individual’s base salary for any such year
(as determined by the Committee), before reduction for deferrals,
if any, under the CRSP, the Corporation’s nonqualified
Deferred Compensation Plan, or any salary deferral under Sections
125 and 132 of the Code, equals or exceeds the dollar limitation
applicable to such year under Section 401(a)(17) of the
Code.
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(b) This Section 2.1(b) is
satisfied if such individual’s Compensation for such year,
reduced for deferrals, if any, under the Corporation’s
nonqualified Deferred Compensation Plan equals or exceeds the
dollar limitation applicable to such year under
Section 401(a)(17) of the Code.
(c) This Section 2.1(c) is
satisfied if, for such year (or for such portion of the year during
which he or she satisfies the requirements of (a) or
(b) above) such individual has elected to participate in
pre-tax deferrals and/or after-tax contributions under the CRSP to
the maximum extent permissible thereunder (taking into account any
limitations imposed under the CRSP to comply with the qualification
requirements of the Code) and accordingly has received the maximum
possible Matching Contribution under the CRSP.
For purposes of Section 3(36)
of ERISA, the Plan shall be treated as two separate plans, one of
which will be deemed to provide only benefits (if any) in excess of
the limitations of section 415 of the Code.
SECTION 3 Benefits
3.1. Credits to Memorandum
Accounts .
(a) For each Plan Quarter for which
Matching Contributions are made to the CRSP, the Committee shall,
as soon as practicable after the close of such quarter accrue to
the Memorandum Account of each individual who is a Supplemental
Plan Participant for all or any part of such period, an amount
equal to the excess of (i) the Applicable Matching Percentage
of the Supplemental Plan Participant’s Compensation for such
period (such Compensation to be determined, solely for this
purpose, without regard to the limitations described in the last
paragraph of Section 2.22 of the CRSP, but taking into account
the limitations described in Section 2.22(b) of the CRSP),
over (ii) the sum of (A) the amount which is actually
allocated to the Supplemental Plan Participant’s Matching
Contribution Account in the CRSP with respect to such period, plus
(B) any additional credit made for the benefit of the
Supplemental Plan Participant with respect to such period under
Section 4(a)(ii) of the Corporation’s nonqualified
Deferred Compensation Plan.
(b) (i) As soon as practicable after
the end of each Plan Year, the Committee shall also accrue to each
Supplemental Plan Participant’s Memorandum Account an amount
equal to the amount (if any) that would have been contributed for
the benefit of the Supplemental Plan Participant by his or her
Employer under Section 6.6 of the CRSP for such Plan Year had
the limitations of Sections 401(a)(17) and 415 of the Code and the
corresponding limitations under the CRSP not applied and had such
contributions and allocations under the CRSP been based on
Compensation increased (but only if Section 2.1(a) is
satisfied) by deferrals (if any) under the Corporation’s
nonqualified Deferred Compensation Plan, such amount to be reduced
by the amount (if any) which is actually contributed and allocated
under Section 6.6 of the CRSP to the Supplemental Plan
Participant’s Matching Contribution Account.
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(c) (ii) As soon as practicable
after the last business day of each Plan Quarter, the Committee
shall also accrue to each Supplemental Plan Participant’s
Memorandum Account an amount equal to the amount (if any) that
would have been contributed to the Supplemental Plan
Participant’s ESOP Allocation Account by his or her Employer
under Sections 7.5 of the CRSP for such Plan Quarter had the
limitations of Sections 401(a) (17) and 415 of the Code and
the corresponding limitations under the CRSP not applied and had
such contributions and allocations under the CRSP been based on
Compensation increased (but only if Section 2.1(a) is
satisfied) by deferrals (if any) under the Corporation’s
nonqualified Deferred Compensation Plan, such amount to be reduced
by the amount (if any) which is actually contributed and allocated
to the Supplemental Plan Participant’s ESOP Allocation
Account under Section 7.5 of the CRSP.
(d) Amounts accrued hereunder shall
be converted to units and treated as if invested in the Cabot Stock
Fund under the CRSP, except as provided in Section 3.1(e).
With respect to each unit credited to a Supplemental Plan
Participant’s Memorandum Account (i) for the period
prior to a Supplemental Plan Participant’s Separation from
Service, an amount equivalent to each cash dividend paid with
respect to a share in the Cabot Stock Fund will be treated as being
paid and reinvested in the Cabot Stock Fund and (ii) from and
after the date of a Supplemental Plan Participant’s
Separation from Service, an amount equivalent to each cash dividend
paid with respect to a share in the Cabot Stock Fund will be
credited to a cash subaccount of such Participant’s
Memorandum Account.
(e) From and after the date of a
Change in Control, each Memorandum Account shall be treated as if
invested (i) in a fixed-income vehicle earning interest at the
rate earned by the most currently issued 10-year Treasury Notes on
the date of reference or (ii) on such other reasonable basis
as the Committee shall determine from time to time; provided, that
this paragraph shall operate to change the basis for measuring
investment return on Memorandum Accounts upon a Change in Control
only if such change would then be consistent with continued
exemption of interests hereunder from the definition of
“derivative securities” under Rule 16a-1(c) promulgated
under the Securities Exchange Act of 1934, as amended (or any
successor Rule). The earnings shall be determined and shall accrue
as of each Valuation Date until all amounts have been paid to or on
behalf of the Supplemental Plan Participant.
3.2. Amount, Form and Timing of
Benefit Payments .
(a) In General . In the event
of a Supplemental Plan Participant’s Separation from Service
with the Employer for any reason, his or her vested balance under
the Plan shall be paid, in the case of a single payment, within 60
days following such Separation or, in the case of annual
installment payments, the first installment payment shall be made
within 90 days following such Separation from Service, with
subsequent payments made in January of each year thereafter.
Notwithstanding the above, in the
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case of a Supplemental Plan
Participant who is a Specified Employee, payment shall be made, in
the case of a single payment, on the date that is six
(6) months following the date of such Separation or, in the
case of annual installment payments, the first payment shall be
made on the date that is six (6) months following such
Separation, with subsequent payments made in January of each year
thereafter.
All amounts payable hereunder shall
be paid in cash or whole shares of common stock of the Corporation
as follows:
(i) If a Supplemental Plan
Participant was employed by the Employer on or after
January 1, 2002, then payment shall be made in common stock;
and
(ii) If a Supplement Plan
Participant terminated employment with the Employer prior to
January 1, 2002, then such payment shall be made in cash,
unless such individual irrevocably elected, at such time and in
such manner as prescribed by the Committee, to receive payment in
common stock. A Supplemental Plan Participant shall be entitled to
make one such election.
Paragraphs (i) and
(ii) above, notwithstanding, amounts represented by fractional
shares of common stock shall be paid in cash.
For purposes of this paragraph, the
vested balance of a Supplemental Plan Participant’s benefit
under the Plan shall mean:
(i) in the event of a Supplemental
Plan Participant’s termination of employment with the
Employer by reason of Retirement, death or becoming a Disabled
Participant, the entire balance of his or her Memorandum Account;
and
(ii) in the event of a Supplemental
Plan Participant’s termination of employment with the
Employer other than by reason of Retirement, death or becoming a
Disabled Participant, the product of (A) the ba
