Short-Term Incentive Compensation Plan (10K)
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CABOT CORPORATION
SHORT-TERM INCENTIVE COMPENSATION PLAN
The purpose of this Short-Term Incentive Compensation Plan (the "Plan") is
to provide incentives for certain senior executives of Cabot Corporation (the
"Company") to achieve a sustained, high level of financial success for the
Company. The Plan is intended to comply with the requirements for tax
deductibility imposed by Internal Revenue Code Section 162(m) as in effect from
time to time ("Section 162(m)") with respect to Awards paid pursuant to the
Plan.
I. ADMINISTRATION
The Plan will be administered by the Compensation Committee of the Board of
Directors or, if any member of the Compensation Committee is not an "outside
director" for the purposes of Section 162(m), by a subcommittee of the
Compensation Committee consisting of those members of the Compensation Committee
who are "outside directors" for such purposes. The Compensation Committee or
subcommittee administering the Plan is referred to herein as the "Committee."
The Committee may delegate to other persons administrative functions that do not
involve discretion. The Committee shall have the authority to interpret this
Plan, and any interpretation or decision by the Committee with regard to any
questions arising under the Plan shall be final and conclusive on all
participants in the Plan.
II. ELIGIBILITY; PARTICIPANTS
Only officers of the Company shall be eligible to participate in the Plan.
The Committee shall select, from among those eligible, the persons who shall
from time to time participate in the Plan. Participation by an individual with
respect to one award under the Plan shall not entitle the individual to
participate with respect to subsequent awards, if any.
III. GRANT OF AWARDS
The term "Award" as used in the Plan means an award opportunity that is
granted to a Participant within a specified period after the beginning of the
performance period (the "Performance Period") to which the Award relates. A
Participant who is granted an Award shall be entitled to a payment, if any,
under the Award only if all conditions to payment have been satisfied in
accordance with the Plan and the terms of the Award. Except as otherwise
specified by the Committee in connection with the grant of an Award, the
Performance Period applicable to Awards under the Plan shall be the fiscal year
of the Company. Not later than (i) the ninetieth (90th) day after the beginning
of the Performance Period, in the case of a Performance Period of 360 days or
longer, or (ii) the end of the period constituting the first quarter of the
Performance Period, in the case of a Performance Period of less than 360 days,
the Committee shall select the Participants, if any, who are to receive Awards
for such Performance Period and, in the case of each Award, shall establish the
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