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EXHIBIT 10 (e)(i)
CABOT CORPORATION
SUPPLEMENTAL CASH BALANCE PLAN
PREAMBLE
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A supplemental pension program was authorized by a vote of
the Board of Directors of Cabot Corporation (the "Corporation")
on September 10, 1976. Pursuant to that vote, letter agreements
were entered into between the Corporation and certain of the
Corporation's executive officers.
The Supplemental Cash Balance Plan (as herein amended and
restated, and as the same may hereafter be amended, the
"Supplemental CBP") was originally adopted pursuant to a vote of
the Board of Directors of the Corporation on February 10, 1984,
its purpose being to provide benefits to a designated group of
managers who are highly compensated employees of the Corporation
or its subsidiaries, supplemental to the benefits provided under
the Corporation's tax-qualified pension program. The Corporation
currently provides tax-qualified pension benefits through its
Cash Balance Plan (together with predecessor programs, the "Cash
Balance Plan"). The terms of the Supplemental CBP as amended and
restated and set forth herein, applicable to the Cash Balance
Plan, are effective as of September 9, 1988.
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SECTION 1
Definitions
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When used herein, the words and phrases defined shall have
the following meanings unless a different meaning is clearly
required by the context. Terms used herein which are defined in
Article 1 of the Cash Balance Plan shall have the meanings
assigned to them in the Cash Balance Plan unless a different
meaning is set forth below.
1.1. "Beneficiary" means the individual(s) or entity(ies)
entitled under Section 3.7 below to receive any benefits
hereunder upon the death of a Supplemental CBP Participant.
1.2. "Change in Control" has the same meaning as in the
Cabot Retirement Incentive Savings Plan.
1.3. "Committee" means the Compensation Committee of the
Board of Directors.
1.4. "Retirement" means termination of employment with the
Group following attainment of (i) age fifty-five (55) with at
least ten years of Service, or (ii) age 65. An individual whose
employment has terminated by reason of Retirement shall be
treated as having "Retired."
1.5. "Supplemental CBP Participant" has the meaning
provided in Section 2 below.
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SECTION 2
Participation
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2.1. PARTICIPATION. Those Participants in the Cash Balance
Plan whose base salary for any year (as determined by the
Committee), before reduction for deferrals, if any, under the
Cabot Retirement Incentive Savings Plan, the Corporation's
nonqualified Deferred Compensation Plan, or any salary deferral
under Section 125 of the Code, equals or exceeds the dollar
limitation applicable to such year under Section 401(a)(17) of
the Code, shall be eligible to participate in and accrue benefits
under this Supplemental CBP (any such individual, a "Supplemental
CBP Participant"). For purposes of Section 3(36) of ERISA, the
Supplemental CBP 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.
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SECTION 3
Benefits
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3.1. AMOUNT OF BENEFITS. The amount of the benefit payable by the
Corporation under this Supplemental CBP with respect to a Supplemental CBP
Participant shall be: (i) the Accrued Benefit, if any, which would be payable
with respect to such individual under the Cash Balance Plan (determined after
applying the vesting schedule under the Cash Balance Plan and any special
vesting applicable upon a Change in Control) if such Accrued Benefit were
determined without regard to the limitations of Sections 401(a)(17) and 415 of
the Code (and the corresponding limitations under the Cash Balance Plan) and
based on Compensation unreduced for any deferrals under the Corporation's
nonqualified Deferred Compensation Plan (except that in determining whether the
Supplemental CBP Participant is entitled to, and the amount of, a benefit
hereunder determined by reference to the additional credit described in Section
3.4(b) and Appendix D of the Cash Balance Plan, the amount described in Section
1(a) of Appendix D of the Cash Balance Plan shall be determined for purposes of
this clause (i) by taking into account -- i.e., by reducing
Compensation for -- any deferrals under the Corporation's nonqualified
Deferred Compensation Plan), REDUCED by (ii) the benefit actually payable with
respect to the Supplemental CBP Participant under the Cash Balance Plan.
3.2. FORM OF BENEFIT PAYMENTS. The benefit payable to a
Supplemental CBP Participant as determined under Section 3.1
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hereunder shall be paid in the same form and commencing at the same time as the
Supplemental CBP Participant's benefit under the Cash Balance Plan;
provided, however, that in the discretion of the Committee the actuarial
equivalent of the benefit hereunder, determined on the basis of actuarial
assumptions chosen in accordance with Section 3.4 hereof, shall instead be paid
in an immediate lump sum or on such other accelerated basis as the Committee
may determine. The proviso in the preceding sentence shall apply, in the case
of a Supplemental CBP Participant who Retires, dies, or becomes a Disabled
Participant, only if the present value of the amount payable under Section 3.1
(determined on the basis of such actuarial assumptions) is less than $50,000.
Notwithstanding the foregoing provisions of this Section, if the employment of
a Supplemental CBP Participant shall be terminated without cause (as determined
under Section 4.2 hereof) within the three-year period immediately following a
Change in Control, payment of such Supplemental CBP Participant's benefit
hereunder shall be made in a lump sum payment.
3.3. DEATH BENEFITS. If a Supplemental CBP Participant
dies before his or her Benefit Commencement Date, the Corporation
shall pay to the decedent's Beneficiary a benefit equal to the
actuarial equivalent (determined on the basis of actuarial
assumptions chosen in accordance with Section 3.4 hereof) of the
death benefit that would be payable under the Cash Balance Plan
if such benefit were determined without regard to the limitations
of Sections 401(a)(17) and 415 of the Code (and the corresponding
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limitations under the Cash Balance Plan) and based on
Compensation unreduced for any deferrals under the Corporation's
nonqualified Deferred Compensation Plan (except that in
determining any death benefit with respect to a Supplemental CBP
Participant described in Section 6.5(e)(iii) of the Cash Balance
Plan, the amount described in Section 3(a) of Appendix D of the
Cash Balance Plan shall be determined for purposes of this
Section 3.3 on the basis of "average monthly compensation" (as
that term is used in Section 6.5(e)(iii) of the Cash Balance
Plan) determined without regard to the limitations of Section
401(a)(17) but after reduction for any deferrals under the
Corporation's nonqualified Deferred Compensation Plan), REDUCED
by the death benefit actually payable under the Cash Balance
Plan. No death benefit shall be payable if the Supplemental CBP
Participant dies after his or her Benefit Commencement Date,
except to the extent the form of payment applicable with respect
to the Supplemental CBP Participant under Section 3.2 provided
for payments to a survivor.
3.4. ACTUARIAL EQUIVALENCY, ETC. Benefits payable
hereunder shall be actuarially adjusted to carry out the purposes
of this Supplemental CBP, which is intended (i) to offset
reductions in the value of benefits under the Cash Balance Plan
attributable to (A) the limitations of Sections 401(a)(17) and
415 of the Code and (B) reductions in Compensation caused by
deferrals under the Corporation's nonqualified Deferred
Compensation Plan, and (ii) to ensure that the different ways in
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which the aggregate benefit hereunder and under the Cash Balance Plan may be
paid are of substantially equivalent value. The actuarial assumptions used in
determining actuarial equivalency hereunder shall be determined from time to
time by the Committee and may, but need not, be the same as those used to
determine actuarial equivalency under the Cash Balance Plan;
provided, that upon and following a Change in Control, the actuarial
assumptions used for purposes of this Supplemental CBP shall not be less
favorable to Supplemental CBP Participants or their Beneficiaries than those
last specified by the Committee prior to the Change in Control, or to the
extent none was so specified, than those applicable under the Cash Balance
Plan.
3.5. TIME OF BENEFIT PAYMENTS. Benefits due under Section
3.1 above shall be paid commencing as soon as practicable after
the Supplemental CBP Participant's Benefit Commencement Date.
Survivor benefits due under Section 3.2 above shall be paid
commencing as soon as practicable following the receipt by the
Employer of notice of the Supplemental CBP Participant's death.
3.6. BENEFITS UNFUNDED. This Supplemental CBP shall not be
construed to create a trust of any kind or a fiduciary
relationship between any Employer and a Supplemental CBP
Participant. Neither Supplemental CBP Participants nor their
Beneficiaries, nor any other person, shall have any rights
against any Employer or its assets in respect of any benefits
hereunder, other than rights as general creditors. Nothing in
this Section 3.6, however, shall preclude an Employer from
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establishing and funding a trust for the purpose of paying
benefits hereunder, if such trust's assets are subject to the
claims of the Employer's general creditors in the event of the
Employer's bankruptcy or insolvency.
3.7. DESIGNATION OF BENEFICIARY. A Supplemental CBP
Participant may designate, in writing, one or more Beneficiaries
under this Supplemental CBP who may be the same as or different
from those named in the Cash Balance Plan to receive benefits, if
any, payable upon the Supplemental CBP Participant's death;
provided, that in the case of a Supplemental CBP Participant who
is married at time of death, the Supplemental CBP Participant's
surviving spouse shall be treated as the sole Beneficiary unless
he or she has consented (in accordance with procedures similar to
those in the Cash Balance Plan relating to spousal consent) to
the designation of one or more other Beneficiaries. In the
absence of any Beneficiary so designated, benefits payable
following death shall be paid to the Supplemental CBP
Participant's surviving spouse, if any; if none (and if a death
benefit is nevertheless payable under Section 3.3 above), to such
person or persons (including the decedent's estate) as are
designated to receive any benefits remaining to be paid under the
Cash Balance Plan; or if none of the foregoing, to such person or
persons as shall be designated by the Committee.
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SECTION 4
Certain Forfeitures
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4.1. FORFEITURE OF SUPPLEMENTAL BENEFITS. Notwithstanding
anything to the contrary in this Supplemental CBP, benefits
payable hereunder shall be forfeited by the Supplemental CBP
Participant if the Supplemental CBP Participant's termination of
employment was requested by an Employer and the termination was
determined by the Committee to be for "cause." For purposes of
this Supplemental CBP, "cause" shall mean any action or failure
to act by the Supplemental CBP Participant which the Committee in
its sole discretion determines to have constituted negligence or
misconduct in the performance of the Supplemental CBP
Participant's duty to his or her Employer. Notwithstanding the
foregoing provisions of this Section 4.2, in respect of any
termination of a Supplemental CBP Participant's employment
requested by such Employer within the three-year period
immediately following a Change in Control, "cause" shall mean
only (i) the willful and continued failure by the Supplemental
CBP Participant to perform substantially his or her duties with
the Employer, after a written demand for substantial performance
is delivered to the Supplemental CBP Participant by the Employer
which demand specifies the manner in which the Employer believes
that the Supplemental CBP Participant has not substantially
performed the Supplemental CBP Participant's duties, or (ii) the
willful engaging by the Supplemental CBP Participant in conduct
which is demonstrably and materially injurious to the Employer,
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monetarily or otherwise. For purposes of clauses (i) and (ii) of
the preceding sentence, no act, or failure to act, on the
Supplemental CBP Participant's part shall be deemed "willful"
unless done, or omitted to be done, by the Supplemental CBP
Participant not in good faith and without reasonable belief that
the Supplemental CBP Participant's act or failure to act was in
the best interest of the Employer.
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SECTION 5
Administration
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5.1. DUTIES OF COMMITTEE. This Supplemental CBP shall be
administered by the Committee in accordance with its terms and
purposes. The Committee shall determine, in accordance with
Section 3 hereunder, the amount and manner of payment of the
benefits due to or on behalf of each Supplemental CBP Participant
from this Supplemental CBP and shall cause them to be paid by the
Corporation accordingly. The Committee may delegate its powers,
duties and responsibilities to one or more individuals (including
in the discretion of the Committee employees of one or more
Employers) or one or more committees of such individuals.
5.2. FINALITY OF DECISION. The decisions made, and the
actions taken, by the Committee in the administration of this
Supplemental CBP shall be final and conclusive with respect to
all persons, and neither the Committee nor individual members
thereof, nor its or their delegates hereunder, shall be subject
to individual liability with respect to this Supplemental CBP.
5.3. BENEFIT CLAIMS; APPEAL AND REVIEW.
(a) If any person believes that he or she is being
denied any rights or benefits under this Supplemental CBP,
such person may file a claim in writing with the Committee.
The Committee will notify such person of its decision with
respect to such claim in writing. If such claim is denied
by the Committee, such notification will be written in a
manner calculated to be understood by such person and will
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contain (i) specific reasons for denial, (ii) specific
reference to pertinent plan provisions, (iii) a description
of any additional material or information necessary for such
person to perfect such claim and an explanation of why such
material or information is necessary, and (iv) information
as to the steps to be taken if the person wishes to submit a
request for review. Notification of Committee decisions
with respect to claims will be given within 90 days after
the claim is received by the Committee (or within 180 days,
if special circumstances require an extension of time for
processing the claim, and if written notice of such
extension and circumstances is given to such person within
the initial 90-day period). If such notification is not
given within such period, the claim will be considered
denied as of the last day of such period and such person may
request a review of his or her claim.
(b) Within 60 days after the date on which a person
receives a written notice of a denied claim (or, if
applicable, within 60 days after the date on which such
denial is considered to have occurred) such person (or his
or her duly authorized representative) may (i) file a
written request with the Committee for a review of his or
her denied claim and of pertinent documents and (ii) submit
written issues and comments to the Committee. The Committee
will notify such person of its decision in writing. Such
notification will be written in a manner calculated to be
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understood by such person and will contain specific reasons
for the decision as well as specific references to pertinent
plan provisions. The decision on review will be made within
60 days after the request for review is received by the
Committee (or within 120 days, if special circumstances
require an extension of time for processing the request,
such as an election by the Committee to hold a hearing, and
if written notice of such extension and circumstances is
given to such person within the initial 60-day period). If
the decision on review is not made within such period, the
claim will be considered denied.
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SECTION 6
Amendment and Termination
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6.1. AMENDMENT AND TERMINATION. While the Corporation
intends to maintain this Supplemental CBP in conjunction with the
Cash Balance Plan for as long as it deems necessary, the Board of
Directors reserves the right to amend and/or terminate it at any
time for whatever reasons it may deem appropriate; PROVIDED, that
no such amendment shall reduce the benefit amount that a
Supplemental CBP Participant would be entitled to receive
hereunder if he or she were deemed to have terminated employment
(other than by reason of death) immediately prior to the date of
such amendment. Notwithstanding any other provision hereunder,
during the three-year period immediately following a Change in
Control, this Supplemental CBP may not be terminated, altered or
amended in a way that would decrease future accrual of,
eligibility for, or entitlement to, a benefit hereunder. This
Section 6.1 may not be altered or amended during that same three-
year period in any way except with the prior written consent of
all of the then Supplemental CBP Participants.
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SECTION 7
Miscellaneous
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7.1. NO EMPLOYMENT RIGHTS. Nothing contained in this
Supplemental CBP shall be construed as a contract of employment
between any Employer and a Supplemental CBP Participant, or as
giving any Supplemental CBP Participant the right to be continued
in the employment of an Employer, or as a limitation of the right
of an Employer to discharge any Supplemental CBP Participant,
with or without cause.
7.2. ASSIGNMENT. Subject to the provisions of this
Supplemental CBP relating to payment of benefits upon the death
of a Supplemental CBP Participant, the benefits payable under
this Supplemental CBP may not be assigned, alienated,
transferred, pledged, or encumbered.
7.3. WITHHOLDING, ETC. Benefits payable under this
Supplemental CBP shall be subject to all applicable federal,
state or other tax withholding requirements. To the extent any
amount credited or accrued hereunder for the benefit of a
Supplemental CBP Participant's benefit is treated as "wages" for
FICA/Medicare or FUTA tax purposes on a current basis (or when
vested) rather than when distributed, all as determined by the
Committee, then the Committee shall require that the Supplemental
CBP Participant either (i) timely pay such taxes in cash by
separate check to his or her Employer, or (ii) make other
arrangements satisfactory to such Employer (e.g., additional
withholding from other wage payments) for the payment of such
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taxes. To the extent a Supplemental CBP Participant fails to pay
or provide for such taxes as required, the Committee may suspend
the Supplemental CBP Participant's participation in the
Supplemental CBP or reduce benefits accrued hereunder.
7.4. SCHEDULES. The Committee may by Schedule modify the
benefits available hereunder to one or more specified
individuals. The provisions of each such Schedule shall, with
respect to the individual or individuals thereby affected, be
deemed a part of the Supplemental CBP and shall be incorporated
herein.
7.5. LAW APPLICABLE. This Supplemental CBP shall be
construed in accordance with the laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, this instrument is executed this
20th day of December, 1994.
CABOT CORPORATION
By /s/ Karen M. Morrissey
_________________________
Vice President
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SCHEDULE A
TO
SUPPLEMENTAL CASH BALANCE PLAN
Effective May 13, 1994, the Board of Directors deemed it
advisable to provide certain additional benefits to one or more
Supplemental CBP Participants.
NOW, THEREFORE, the Supplemental CBP is hereby amended as
follows:
1. "Schedule A Participant" shall mean Samuel W. Bodman.
2. Amount of benefit. Effective January 1, 1987, for the
Schedule A Participant, his total benefit determined
under Sections 3.1 and 3.3 of the Supplemental CBP
shall be equal to two times the benefit which would
otherwise be provided under those Sections.
IN WITNESS WHEREOF, this Schedule A is executed this twentieth day of
December, 1994.
CABOT CORPORATION
By /s/ Karen M. Morrissey
______________________
Vice President
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SCHEDULE B
TO
SUPPLEMENTAL CASH BALANCE PLAN
Effective May 13, 1994, the Board of Directors deemed it
advisable to provide certain additional benefits to one or more
Supplemental CBP Participants.
NOW, THEREFORE, the Supplemental CBP is hereby amended as
follows:
1. "Schedule B Participant" shall mean Kennett F. Burnes.
2. Amount of benefit. Effective November 12, 1987, for the
Schedule B Participant, his total benefit determined under
Sections 3.1 and 3.3 of the Supplemental CBP shall be equal
to two times the benefit which would otherwise be provided
under those Sections.
IN WITNESS WHEREOF, this Schedule B is executed this twentieth day of
December, 1994.
CABOT CORPORATION
By /s/ Karen M. Morrissey
______________________
Vice President
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Schedule C
TO
SUPPLEMENTAL CASH BALANCE PLAN
Effective May 13, 1994, the Board of Directors deemed it
advisable to provide certain additional benefits to one or more
Supplemental CBP Participants.
NOW, THEREFORE, the Supplemental CBP is hereby amended as
follows:
1. "Schedule C Participant" shall mean John D. Curtin, Jr.
2. Amount of benefit. Effective June 1, 1989, for the Schedule C
Participant, his total benefit determined under Sections 3.1
and 3.3 of the Supplemental CBP shall be equal to two times
the benefit which would otherwise be provided under those
Sections.
IN WITNESS WHEREOF, this Schedule C is executed this twentieth day of
December, 1994.
CABOT CORPORATION
By /s/ Karen M. Morrissey
______________________
Vice President
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SCHEDULE D
TO
SUPPLEMENTAL CASH BALANCE PLAN
Effective May 13, 1994, the Board of Directors deemed it
advisable to provide certain additional benefits to one or more
Supplemental CBP Participants.
NOW, THEREFORE, the Supplemental CBP is hereby amended as
follows:
1. "Schedule D Participant" shall mean Kenyon D. Gilson.
2. Amount of benefit. Effective August 1, 1989, for the
Schedule D Participant, his total benefit determined
under Sections 3.1 and 3.3 of the Supplemental CBP shall
be equal to two times the benefit which would otherwise
be provided under those Sections.
IN WITNESS WHEREOF, this Schedule D is executed this twentieth day of
December, 1994.
CABOT CORPORATION
By /s/ Karen M. Morrissey
______________________
Vice President
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SCHEDULE E
TO
SUPPLEMENTAL CASH BALANCE PLAN
Effective May 13, 1994, the Board of Directors deemed it
advisable to provide certain additional benefits to one or more
Supplemental CBP Participants.
NOW, THEREFORE, the Supplemental CBP is hereby amended as
follows:
1. "Schedule E Participant" shall mean Robert Rothberg.
2. Amount of benefit. Effective October 18, 1993, after
completion of three years of Service with Cabot
Corporation as determined under the Cash Balance Plan,
for the Schedule E Participant, his total benefit
determined under Sections 3.1 and 3.3 of the
Supplemental CBP shall be equal to two times the
benefit which would otherwise be provided under those
Sections.
IN WITNESS WHEREOF, this Schedule E is executed this twentieth day of
December, 1994.
CABOT CORPORATION
By /s/ Karen M. Morrissey
______________________
Vice President