Exhibit 10.3
AMENDMENT TO
CABOT CORPORATION
SENIOR MANAGEMENT SEVERANCE
PROTECTION PLAN
Cabot Corporation, a Delaware
corporation (the “Company”), pursuant to
Section 8.2 of the Cabot Corporation Senior Management
Protection Plan (the “Plan”) and Section 4.F of
the Cabot Corporation Benefits Committee Amended and Restated
Charter (the “Charter”), hereby amends the Plan
effective January 1, 2009, as follows:
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1.
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The following
three sentences are added at the end of Article I, Establishment of
Plan:
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“The Plan is intended to
comply with the requirements of Section 409A, including the
transition rules and exemptive relief provisions thereunder, and
shall be construed and administered accordingly. A termination of
employment shall not be deemed to have occurred for purposes of any
provision of the Plan providing for the payment of any amounts or
benefits upon or following a termination of employment unless such
termination is also a “separation from service” within
the meaning of Section 409A and, for purposes of any such
provision of the Plan, references to a “termination,”
“termination of employment” or like terms shall mean
“separation from service”. Notwithstanding the above,
neither the Company nor any of its officers or directors, nor any
other person charged with administrative responsibilities under the
Plan, shall be liable to any Participant or former Participant, or
to any spouse or other beneficiary of any such Participant, by
reason of the failure of any benefit hereunder to comply with the
requirements of Section 409A.”
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2.
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The following
definition is added at Section 2.19 and the definitions
previously numbered 2.19 and above are renumbered
accordingly:
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“2.19 “ Section
409A ” means Section 409A of the Internal Revenue of
1986, as amended from time to time, including guidance issued
thereunder.”
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3.
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The following
new Section 4.2(f) is added:
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“4.2(f) All business or legal
expenses or other reimbursements or in-kind benefits payable under
the Plan that would constitute nonqualified deferred compensation
subject to Section 409A, including any continuation of
benefits during the Continuation Period in Section 4.2(d) and
any outplacement services in Section 4.2(e), to the extent
Section 409A is applicable in each case, shall be subject to
the following requirements: (i) they shall be paid during the
specified period or periods set forth in the Plan, but in no event
later than the last day of the taxable year following the taxable
year in which such expenses were inc
