Exhibit 10.5
AMENDMENT NO. 2
TO
CABOT CORPORATION
AMENDED AND RESTATED DEFERRED COMPENSATION
PLAN
Cabot Corporation, a Delaware
corporation (the “Company”), pursuant to Section 9
of the Cabot Corporation Amended and Restated Deferred Compensation
Plan, as amended November 9, 2007 (the “Plan”),
hereby amends the Plan, as follows, effective January 1,
2009:
1. The following definitions are
added as Sections 2.16 and 2.17 and the prior Section 2.16 is
renumbered as 2.18:
Section 2.16 “Separation
from Service.” A “separation from service” (as
that term is defined at Treas. Regs. § 1.409A-1(h)) from the
Company and from all other corporations and trades or businesses,
if any, that would be treated as a single “service
recipient” with the Company under Treas. Regs. §
1.409A-1(h)(3). Wherever the terms “separation from
service”, “termination of employment” (or other
correlative terms) appearing in the Plan affect a
Participant’s entitlement to, or the timing of, the payment
of any amount of deferred compensation subject to Section 409A
of the Code, such terms shall be construed to require a
“Separation from Service” as defined in this
Section 2.16.
Section 2.17 “Specified
Employee.” A 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 at 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.
2. Section 5(a) is amended in
its entirety to read as follows:
(a) Form and timing of
distributions; in general . Amounts credited to a
Participant’s Account for any year under Section 4(a)
above (the “deferral year”)
(i) consisting of the
Participant’s deferrals under Section 3, adjusted for
notional earnings under Section 4(b) above, shall be paid as
the Participant elects either
(x) upon the expiration of a fixed
period of years, but in no event earlier than the third anniversary
of the beginning of the deferral year (a “fixed-period
election”), or
(y) upon the Participant’s
Separation from Service (a “separation-from-service
election”); and
(ii) consisting of credits to the
Participant’s Account made by the Employer, adjusted for
notional earnings under Section 4(b) above, shall be paid upon
the Participant’s Separation from Service.
Any election made under this
Section 5(a) shall not be effective for any deferral year
unless made prior to the beginning of the deferral year or within
30 days of the Participant’s becoming eligible to participate
in the Plan, in the case of an initial year of participation
described in Section 3(b) above, and once made shall be
irrevocable.
An amount distributable pursuant to
a fixed-period election shall be paid in a lump sum in January of
the year specified in such fixed-period election (a
“fixed-period payment date”). Any amount distributable
pursuant to 5(a)(ii) for the deferral year to which a fi
