Cabot Corporation Non-Employee Director Compensation Summary
This document outlines the compensation structure for non-employee directors of Cabot Corporation. Non-employee directors receive annual cash retainers for board and committee service, with additional amounts for chairing committees or serving as Non-Executive Chairman. Directors also receive shares of Cabot common stock each year, subject to certain holding requirements and equity ownership guidelines. Directors are reimbursed for travel expenses related to board duties and are covered by travel accident insurance. The agreement sets expectations for equity ownership to be achieved within three to five years of joining the board.
EXHIBIT 10(f)
Cabot Corporation
Compensation for Non-Employee Directors
Cash compensation for Cabot’s non-employee directors consists of the following:
| • | An annual retainer of $31,000 for each non-employee director. |
| • | An annual retainer of $21,000 for serving on the Audit Committee. |
| • | An annual retainer of $7,000 for serving on each of the Compensation, Safety Health & Environmental Affairs, or Governance and Nominating Committees. |
| • | An annual retainer of $110,000 for serving as Non-Executive Chairman of the Board of Directors. |
| • | An annual retainer of $40,000 for serving as Chair of the Audit Committee. |
| • | An annual retainer of $10,000 for serving as Chair of the Compensation, Safety Health & Environmental Affairs, or Governance and Nominating Committees. |
In addition to the cash compensation discussed above, under Cabot’s Non-Employee Directors’ Stock Compensation Plan (the “Directors’ Stock Plan”), each non-employee director is entitled to receive 2,500 shares of Cabot common stock as a portion of his or her compensation for services performed in the calendar year, subject to increase or decrease at the discretion of the Governance and Nominating Committee. The Directors’ Stock Plan calls for the shares to be issued on the date of the Board’s meeting in January. Cabot’s Corporate Governance Guidelines require non-employee directors to have equity ownership in Cabot in the range of six times their annual cash retainer. It is expected that this ownership interest will generally be achieved within a three-to-five year period beginning when a director is first elected to the Board. In addition, where equity-based compensation is a component of compensation, each non-employee director is required to retain the shares granted in any given year for a period of three years from the date of issuance or until the director’s earlier retirement.
Directors also are reimbursed for travel expenses incurred for attending Board and Committee meetings and are covered by Cabot’s travel accident insurance policy for such travel.
