DELAWARE
|
36-4324765
|
(State
of Incorporation)
|
(I.R.S.
Employer Identification No.)
|
870
NORTH COMMONS DRIVE
|
60504
|
AURORA,
ILLINOIS
|
(Zip
Code)
|
(Address
of principal executive offices)
|
Title of each class
|
Name of each exchange on which
registered
|
|
Common
Stock, $0.001 par value
|
The
NASDAQ Stock Market LLC
|
Large
accelerated filer
|
[ X
]
|
Accelerated
filer
|
[ ]
|
Non-accelerated
filer
|
[ ]
|
PART
I.
|
Page
|
||
Item
1.
|
3
|
||
Item
1A.
|
13
|
||
Item
1B.
|
17
|
||
Item
2.
|
17
|
||
Item
3.
|
18
|
||
Item
4.
|
18
|
||
19
|
|||
PART
II.
|
|||
Item
5.
|
21
|
||
Item
6.
|
23
|
||
Item
7.
|
24
|
||
Item
7A.
|
36
|
||
Item
8.
|
37
|
||
Item
9.
|
69
|
||
Item
9A.
|
69
|
||
Item
9B.
|
70
|
||
PART
III.
|
|||
Item
10.
|
71
|
||
Item
11.
|
71
|
||
Item
12.
|
72
|
||
Item
13.
|
72
|
||
Item
14.
|
72
|
||
PART
IV.
|
|||
Item
15.
|
73
|
||
73
|
|||
75
|
·
|
We
significantly increased sales of our differentiated pad product in fiscal
2008 as sales increased to $15.1 million from $0.5 million in fiscal
2007. We were also able to expand our pad customer base from
eight customers at the beginning of the fiscal year to 15 by the end of
the year.
|
·
|
We
completed the installation of our new 300-millimeter polishing tool and
related metrology equipment at our Asia Pacific technology center in
Geino, Japan. This equipment is being used in the development
of next-generation products for copper, barrier and other applications as
well as for customer demonstrations in the Asia Pacific
region.
|
·
|
We
entered into a long-term agreement with International Business Machine
Corporation (IBM) to jointly develop CMP solutions for a variety of new
applications and new materials.
|
·
|
We
announced that we have signed an agreement to establish on-site pad
finishing capability at one of our customer’s wafer fabrication
facilities.
|
·
|
Research
related to fundamental CMP
technology;
|
·
|
Development
and formulation of new and enhanced CMP consumables
products;
|
·
|
Process
development to support rapid and effective commercialization of new
products;
|
·
|
Technical
support of CMP products in our customers’ manufacturing facilities;
and
|
·
|
Evaluation
of new polishing applications outside of the semiconductor
industry.
|
§
|
a
global headquarters and research and development facility in Aurora,
Illinois, comprising approximately 200,000 square
feet;
|
§
|
a
commercial dispersion plant and distribution center in Aurora, Illinois,
comprising approximately 175,000 square
feet;
|
§
|
a
commercial polishing pad manufacturing plant and offices in Aurora,
Illinois, comprising approximately 48,000 square
feet;
|
§
|
an
additional 13.2 acres of vacant land in Aurora, Illinois;
and
|
§
|
a
facility in Addison, Illinois, comprising approximately 15,000 square
feet.
|
§
|
a
commercial dispersion plant and distribution center in Geino, Japan,
comprising approximately 113,000 square
feet;
|
§
|
a
research and development facility in Geino, Japan, comprising
approximately 20,000 square feet.
|
§
|
an
office, research and development laboratory, polishing pad manufacturing
and pilot plant in Hsin-Chu, Taiwan, comprising approximately 31,000
square feet;
|
§
|
a
commercial manufacturing plant, research and development facility and
business office in Singapore, comprising approximately 24,000 square
feet.
|
NAME
|
AGE
|
POSITION
|
||
William
P. Noglows
|
50
|
Chairman
of the Board, President and Chief Executive Officer
|
||
H.
Carol Bernstein
|
48
|
Vice
President, Secretary and General Counsel
|
||
Yumiko
Damashek
|
52
|
Vice
President, Japan and Operations Asia
|
||
William
S. Johnson
|
51
|
Vice
President and Chief Financial Officer
|
||
David
H. Li
|
35
|
Vice
President, Asia Pacific Region
|
||
Daniel
J. Pike
|
45
|
Vice
President, Corporate Development
|
||
Stephen
R. Smith
|
49
|
Vice
President, Marketing
|
||
Clifford
L. Spiro
|
54
|
Vice
President, Research and Development
|
||
Adam
F. Weisman
|
46
|
Vice
President, Business Operations
|
||
Daniel
S. Wobby
|
45
|
Vice
President, Global Sales
|
||
Thomas
S. Roman
|
47
|
Principal
Accounting Officer and Corporate
Controller
|
Period
|
Total
Number of Shares Purchased
|
Average
Price Paid Per Share
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
Approximate
Dollar Value of Shares that May Yet Be Purchased Under the Plans or
Programs (in thousands)
|
||||
Jul.
1 through
Jul.
31, 2008
|
--
|
$ --
|
--
|
$55,003
|
||||
Aug.
1 through
Aug.
31, 2008
|
121,166
|
$41.27
|
121,166
|
$50,003
|
||||
Sep.
1 through
Sep.
30, 2008
|
--
|
$ --
|
--
|
$50,003
|
||||
Total
|
121,166
|
$41.27
|
121,166
|
$50,003
|
9/03
|
12/03
|
3/04
|
6/04
|
9/04
|
12/04
|
3/05
|
6/05
|
9/05
|
12/05
|
3/06
|
|
Cabot
Microelectronics Corporation
|
100.00
|
88.08
|
75.73
|
55.02
|
65.16
|
72.03
|
56.41
|
52.11
|
52.81
|
52.65
|
66.69
|
NASDAQ
Composite
|
100.00
|
111.66
|
111.85
|
115.23
|
107.74
|
123.02
|
113.34
|
116.49
|
123.03
|
126.63
|
135.42
|
Philadelphia
Semiconductor
|
100.00
|
115.86
|
106.94
|
103.46
|
81.61
|
93.67
|
91.89
|
98.50
|
103.48
|
107.41
|
101.17
|
6/06
|
9/06
|
12/06
|
3/07
|
6/07
|
9/07
|
12/07
|
3/08
|
6/08
|
9/08
|
|
Cabot
Microelectronics Corporation
|
54.48
|
51.81
|
61.01
|
60.24
|
63.80
|
76.85
|
64.55
|
57.79
|
59.59
|
57.67
|
NASDAQ
Composite
|
126.13
|
131.60
|
141.64
|
142.17
|
152.34
|
158.88
|
154.89
|
132.97
|
134.65
|
119.05
|
Philadelphia
Semiconductor
|
93.47
|
99.05
|
98.95
|
97.01
|
110.67
|
112.63
|
103.30
|
88.64
|
93.01
|
78.45
|
CABOT
MICROELECTRONICS CORPORATION
|
||||||||||||||||||||
SELECTED
FINANCIAL DATA - FIVE YEAR SUMMARY
|
||||||||||||||||||||
(Amounts
in thousands, except per share amounts)
|
||||||||||||||||||||
Year
Ended September 30,
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2005* | 2004* | ||||||||||||||||
Consolidated
Statement of Income Data:
|
||||||||||||||||||||
Revenue
|
$ | 375,069 | $ | 338,205 | $ | 320,795 | $ | 270,484 | $ | 309,433 | ||||||||||
Cost of goods sold
|
200,596 | 178,224 | 171,758 | 141,282 | 156,805 | |||||||||||||||
Gross
profit
|
174,473 | 159,981 | 149,037 | 129,202 | 152,628 | |||||||||||||||
Operating expenses:
|
||||||||||||||||||||
Research, development and technical
|
49,155 | 49,970 | 48,070 | 43,010 | 44,003 | |||||||||||||||
Selling
and marketing
|
28,281 | 24,310 | 21,115 | 16,989 | 16,225 | |||||||||||||||
General and administrative
|
47,595 | 39,933 | 34,319 | 25,427 | 22,691 | |||||||||||||||
Purchased
in-process research and development
|
- | - | 1,120 | - | - | |||||||||||||||
Total operating expenses
|
125,031 | 114,213 | 104,624 | 85,426 | 82,919 | |||||||||||||||
Operating income
|
49,442 | 45,768 | 44,413 | 43,776 | 69,709 | |||||||||||||||
Other income, net
|
5,448 | 3,606 | 4,111 | 2,747 | 139 | |||||||||||||||
Income before income taxes
|
54,890 | 49,374 | 48,524 | 46,523 | 69,848 | |||||||||||||||
Provision for income taxes
|
16,552 | 15,538 | 15,576 | 14,050 | 23,120 | |||||||||||||||
Net
income
|
$ | 38,338 | $ | 33,836 | $ | 32,948 | $ | 32,473 | $ | 46,728 | ||||||||||
Basic
earnings per share
|
$ | 1.64 | $ | 1.42 | $ | 1.36 | $ | 1.32 | $ | 1.89 | ||||||||||
Weighted
average basic shares outstanding
|
23,315 | 23,748 | 24,228 | 24,563 | 24,750 | |||||||||||||||
Diluted
earnings per share
|
$ | 1.64 | $ | 1.42 | $ | 1.36 | $ | 1.32 | $ | 1.88 | ||||||||||
Weighted
average diluted shares outstanding
|
23,348 | 23,754 | 24,228 | 24,612 | 24,882 | |||||||||||||||
Cash
dividends per share
|
$ | - | $ | - | $ | - | $ | - | $ | - |
*
We adopted the provisons of Statement of Financial Accounting Standards
No. 123 (revised 2004), "Share-Based Payment",
effective
|
||||||||||||||||
October
1, 2005. Consequently, fiscal years ended September 30, 2005
and 2004 had no share-based compensation
expense.
|
As
of September 30,
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
Consolidated
Balance Sheet Data:
|
||||||||||||||||||||
Current assets
|
$ | 330,592 | $ | 310,754 | $ | 261,505 | $ | 245,807 | $ | 229,681 | ||||||||||
Property, plant and equipment, net
|
115,843 | 118,454 | 130,176 | 135,784 | 127,794 | |||||||||||||||
Other assets
|
31,002 | 25,921 | 20,452 | 5,172 | 5,816 | |||||||||||||||
Total assets
|
$ | 477,437 | $ | 455,129 | $ | 412,133 | $ | 386,763 | $ | 363,291 | ||||||||||
Current liabilities
|
$ | 37,801 | $ | 36,563 | $ | 38,833 | $ | 35,622 | $ | 32,375 | ||||||||||
Other long-term liabilities
|
5,403 | 5,362 | 5,529 | 12,057 | 15,294 | |||||||||||||||
Total liabilities
|
43,204 | 41,925 | 44,362 | 47,679 | 47,669 | |||||||||||||||
Stockholders' equity
|
434,233 | 413,204 | 367,771 | 339,084 | 315,622 | |||||||||||||||
Total liabilities and stockholders' equity
|
$ | 477,437 | $ | 455,129 | $ | 412,133 | $ | 386,763 | $ | 363,291 | ||||||||||
Year
Ended September 30,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Revenue
|
100.0 | % | 100.0 | % | 100.0 | % | ||||||
Cost
of goods sold
|
53.5 | 52.7 | 53.5 | |||||||||
Gross
profit
|
46.5 | 47.3 | 46.5 | |||||||||
Research,
development and technical
|
13.1 | 14.8 | 15.0 | |||||||||
Selling
and marketing
|
7.5 | 7.2 | 6.6 | |||||||||
General
and administrative
|
12.7 | 11.8 | 10.7 | |||||||||
Purchased
in-process research and development
|
- | - | 0.3 | |||||||||
Operating
income
|
13.2 | 13.5 | 13.8 | |||||||||
Other
income, net
|
1.4 | 1.1 | 1.3 | |||||||||
Income
before income taxes
|
14.6 | 14.6 | 15.1 | |||||||||
Provision
for income taxes
|
4.4 | 4.6 | 4.9 | |||||||||
Net
income
|
10.2 | % | 10.0 | % | 10.3 | % |
·
|
Research
related to fundamental CMP
technology;
|
·
|
Development
and formulation of new and enhanced CMP consumable
products;
|
·
|
Process
development to support rapid and effective commercialization of new
products;
|
·
|
Technical
support of CMP products in our customers’ manufacturing facilities;
and
|
·
|
Evaluation
of new polishing applications outside of the semiconductor
industry.
|
CONTRACTUAL
OBLIGATIONS
|
Less
Than
|
1-3 | 3-5 |
After
5
|
||||||||||||||||
(In
millions)
|
Total
|
1 Year
|
Years
|
Years
|
Years
|
|||||||||||||||
Capital
lease obligations
|
$ | 3.6 | $ | 1.1 | $ | 2.5 | $ | - | $ | - | ||||||||||
Operating
leases
|
2.5 | 1.4 | 1.1 | - | - | |||||||||||||||
Purchase
obligations
|
32.4 | 28.2 | 3.9 | 0.3 | - | |||||||||||||||
Other
long-term liabilities
|
2.9 | - | - | - | 2.9 | |||||||||||||||
Total
contractual obligations
|
$ | 41.4 | $ | 30.7 | $ | 7.5 | $ | 0.3 | $ | 2.9 |
Page
|
||
Consolidated
Financial Statements:
|
||
Report
of Independent Registered Public Accounting Firm
|
38
|
|
Consolidated
Statements of Income for the years ended September 30, 2008, 2007 and
2006
|
39
|
|
Consolidated
Balance Sheets at September 30, 2008 and 2007
|
40
|
|
Consolidated
Statements of Cash Flows for the years ended September 30, 2008, 2007 and
2006
|
41
|
|
Consolidated
Statements of Changes in Stockholders’ Equity for the years ended
September 30, 2008, 2007 and 2006
|
42
|
|
Notes
to the Consolidated Financial Statements
|
43
|
|
Selected
Quarterly Operating Results
|
66
|
Financial
Statement Schedule:
|
||
Schedule
II – Valuation and Qualifying Accounts
|
67
|
Year
Ended September 30,
|
|||||||||||||
|
|||||||||||||
2008
|
2007
|
2006
|
|||||||||||
Revenue
|
$ | 375,069 | $ | 338,205 | $ | 320,795 | |||||||
Cost
of goods sold
|
200,596 | 178,224 | 171,758 | ||||||||||
Gross
profit
|
174,473 | 159,981 | 149,037 | ||||||||||
Operating
expenses:
|
|||||||||||||
Research,
development and technical
|
49,155 | 49,970 | 48,070 | ||||||||||
Selling
and marketing
|
28,281 | 24,310 | 21,115 | ||||||||||
General
and administrative
|
47,595 | 39,933 | 34,319 | ||||||||||
Purchased
in-process research and development
|
- | - | 1,120 | ||||||||||
Total operating expenses
|
125,031 | 114,213 | 104,624 | ||||||||||
Operating
income
|
49,442 | 45,768 | 44,413 | ||||||||||
Other
income, net
|
5,448 | 3,606 | 4,111 | ||||||||||
Income
before income taxes
|
54,890 | 49,374 | 48,524 | ||||||||||
Provision
for income taxes
|
16,552 | 15,538 | 15,576 | ||||||||||
Net income
|
$ | 38,338 | $ | 33,836 | $ | 32,948 | |||||||
Basic
earnings per share
|
$ | 1.64 | $ | 1.42 | $ | 1.36 | |||||||
Weighted
average basic shares outstanding
|
23,315 | 23,748 | 24,228 | ||||||||||
Diluted
earnings per share
|
$ | 1.64 | $ | 1.42 | $ | 1.36 | |||||||
Weighted
average diluted shares outstanding
|
23,348 | 23,754 | 24,228 |
September 30,
|
||||||||
2008
|
2007
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 221,467 | $ | 54,557 | ||||
Short-term
investments
|
4,950 | 157,915 | ||||||
Accounts
receivable, less allowance for doubtful accounts of $403 at September 30,
2008, and $635 at September 30, 2007
|
41,630 | 52,302 | ||||||
Inventories
|
47,466 | 37,266 | ||||||
Prepaid
expenses and other current assets
|
10,714 | 5,853 | ||||||
Deferred
income taxes
|
4,365 | 2,861 | ||||||
Total
current assets
|
330,592 | 310,754 | ||||||
Property,
plant and equipment, net
|
115,843 | 118,454 | ||||||
Goodwill
|
7,069 | 7,069 | ||||||
Other
intangible assets, net
|
8,712 | 11,549 | ||||||
Deferred
income taxes
|
11,178 | 6,686 | ||||||
Other
long-term assets
|
4,043 | 617 | ||||||
Total
assets
|
$ | 477,437 | $ | 455,129 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 13,885 | $ | 15,859 | ||||
Capital
lease obligations
|
1,129 | 1,066 | ||||||
Accrued
expenses and other current liabilities
|
22,787 | 19,638 | ||||||
Total
current liabilities
|
37,801 | 36,563 | ||||||
Capital
lease obligations, net of current portion
|
2,518 | 3,608 | ||||||
Other
long-term liabilities
|
2,885 | 1,754 | ||||||
Total
liabilities
|
43,204 | 41,925 | ||||||
Commitments
and contingencies (Note 16)
|
||||||||
Stockholders’
equity:
|
||||||||
Common
stock:
|
||||||||
Authorized:
200,000,000 shares, $0.001 par value
|
||||||||
Issued:
25,906,990 shares at September 30, 2008, and 25,635,730 shares at
September 30, 2007
|
26 | 24 | ||||||
Capital
in excess of par value of common stock
|
198,022 | 178,068 | ||||||
Retained
earnings
|
323,122 | 284,843 | ||||||
Accumulated
other comprehensive income
|
3,054 | 1,259 | ||||||
Treasury
stock at cost, 2,683,809 shares at September 30, 2008, and 1,627,337
shares at September 30, 2007
|
(89,991 | ) | (50,990 | ) | ||||
Total
stockholders’ equity
|
434,233 | 413,204 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 477,437 | $ | 455,129 |
Year
Ended September 30,
|
|||||||||||
2008
|
2007
|
2006
|
|||||||||
Cash flows from operating activities: | |||||||||||
Net
income
|
$ | 38,338 | $ | 33,836 | $ | 32,948 | |||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||||||
Depreciation
and amortization
|
25,951 | 24,170 | 21,174 | ||||||||
Purchased
in-process research and development
|
- | - | 1,120 | ||||||||
Impairment
of investment
|
- | 2,052 | - | ||||||||
Loss
on equity investment
|
- | - | 566 | ||||||||
Share-based
compensation expense
|
15,067 | 12,846 | 10,664 | ||||||||
Deferred
income tax benefit
|
(5,894 | ) | (5,708 | ) | (5,571 | ) | |||||
Non-cash
foreign exchange (gain) loss
|
(2,592 | ) | (539 | ) | 2,606 | ||||||
Loss
on disposal of property, plant and equipment
|
598 | 237 | 1,109 | ||||||||
Impairment
of property, plant and equipment
|
4 | 52 | 790 | ||||||||
Other
|
782 | (482 | ) | (1,081 | ) | ||||||
Changes
in operating assets and liabilities:
|
|||||||||||
Accounts
receivable
|
11,849 | (3,437 | ) | (8,492 | ) | ||||||
Inventories
|
(9,268 | ) | 3,658 | (5,635 | ) | ||||||
Prepaid
expenses and other assets
|
(4,921 | ) | (525 | ) | 1,726 | ||||||
Accounts
payable
|
(2,472 | ) | 1,170 | 3,031 | |||||||
Accrued
expenses, income taxes payable and other liabilities
|
3,397 | (2,696 | ) | 3,713 | |||||||
Net
cash provided by operating activities
|
70,839 | 64,634 | 58,668 | ||||||||
Cash
flows from investing activities:
|
|||||||||||
Additions
to property, plant and equipment
|
(19,232 | ) | (10,013 | ) | (22,230 | ) | |||||
Proceeds
from the sale of property, plant and equipment
|
42 | 172 | 19 | ||||||||
Acquisitions
of businesses including earnout payment, net of cash
acquired
|
- | (2,500 | ) | (20,919 | ) | ||||||
Acquisition
of patent license
|
- | (3,000 | ) | - | |||||||
Purchase
of patents
|
- | - | (5,000 | ) | |||||||
Purchases
of short-term investments
|
(233,775 | ) | (155,175 | ) | (185,655 | ) | |||||
Proceeds from the sale of short-term investments
|
383,290 | 108,225 | 201,392 | ||||||||
Net
cash provided by (used in) investing activities
|
130,325 | (62,291 | ) | (32,393 | ) | ||||||
Cash
flows from financing activities:
|
|||||||||||
Repurchases
of common stock
|
(39,001 | ) | (9,995 | ) | (15,996 | ) | |||||
Net
proceeds from issuance of stock
|
4,889 | 7,759 | 1,359 | ||||||||
Principal
payments under capital lease obligations
|
(1,072 | ) | (999 | ) | (933 | ) | |||||
Net
cash used in financing activities
|
(35,184 | ) | (3,235 | ) | (15,570 | ) | |||||
Effect
of exchange rate changes on cash
|
930 | 484 | (176 | ) | |||||||
Increase
(decrease) in cash
|
166,910 | (408 | ) | 10,529 | |||||||
Cash
and cash equivalents at beginning of year
|
54,557 | 54,965 | 44,436 | ||||||||
Cash
and cash equivalents at end of year
|
$ | 221,467 | $ | 54,557 | $ | 54,965 |
Common
Stock
|
Capital
In
Excess
Of
Par
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income
|
Comprehensive
Income
(net
of tax)
|
Unearned
Compensation
|
Treasury
Stock
|
Total
|
||||||||||||||||||
Balance at September 30,
2005
|
$ |
24
|
$ |
145,011
|
$ |
218,059
|
$ |
1,160
|
$ |
(171
|
)
|
$ |
(24,999
|
) | $ |
339,084
|
|||||||||
Reclassification
of unearned compensation upon adoption of SFAS 123R
|
(171
|
) | 171 |
-
|
|||||||||||||||||||||
Reclassification
of director's deferred compensation upon adoption of SFAS
123R
|
600
|
600
|
|||||||||||||||||||||||
Issuance
of Cabot Microelectronics restricted stock under deposit share
plan
|
137
|
|
|
137
|
|||||||||||||||||||||
Issuance of
Cabot Microelectronics stock under Employee Stock Purchase
Plan
|
1,222
|
|
|
1,222
|
|||||||||||||||||||||
Share-based
compensation expense
|
10,664 |
|
|
10,664
|
|
||||||||||||||||||||
Repurchases
of common stock, at cost
|
(15,996
|
)
|
(15,996
|
)
|
|||||||||||||||||||||
Net
income
|
32,948
|
$
|
32,948
|
||||||||||||||||||||||
Net
unrealized gain on derivative intruments
|
36
|
|
36
|
|
|||||||||||||||||||||
Foreign
currency translation adjustment
|
(924
|
) |
(924
|
) | |||||||||||||||||||||
Total
comprehensive income
|
$
|
32,060
|
32,060
|
||||||||||||||||||||||
Balance at September 30,
2006
|
$
|
24
|
$
|
157,463
|
$
|
251,007
|
$
|
272
|
$
|
-
|
|
$
|
(40,995
|
)
|
$
|
367,771
|
|||||||||
Issuance
of Cabot Microelectronics restricted stock under deposit share
plan
|
176
|
|
|
176
|
|||||||||||||||||||||
Issuance
of Cabot Microelectronics stock under Employee Stock Purchase
Plan
|
1,459
|
|
|
1,459
|
|||||||||||||||||||||
Share-based
compensation expense
|
12,846 |
|
|
12,846
|
|
||||||||||||||||||||
Exercise
of stock options
|
6,124
|
6,124
|
|||||||||||||||||||||||
Repurchases
of common stock, at cost
|
(9,995 | ) | (9,995 | ) | |||||||||||||||||||||
Net
income
|
33,836
|
$
|
33,836
|
||||||||||||||||||||||
Net
unrealized gain on derivative intruments
|
35
|
35
|
|||||||||||||||||||||||
Foreign
currency translation adjustment
|
1,416
|
|
1,416
|
|
|||||||||||||||||||||
Total
comprehensive income
|
$
|
35,287
|
35,287
|
||||||||||||||||||||||
SFAS 158 transition adjustment | (464 | ) | (464 | ) | |||||||||||||||||||||
Balance at September 30,
2007
|
$
|
24
|
$
|
178,068
|
$
|
284,843
|
$
|
1,259
|
$
|
-
|
|
$
|
(50,990
|
)
|
$
|
413,204
|
|||||||||
Issuance
of Cabot Microelectronics restricted stock under deposit share
plan
|
165
|
|
|
165
|
|||||||||||||||||||||
Issuance
of Cabot Microelectronics stock under Employee Stock Purchase
Plan
|
1,596
|
1,596
|
|||||||||||||||||||||||
Share-based
compensation expense
|
15,067
|
15,067
|
|||||||||||||||||||||||
Exercise
of stock options
|
2 |
3,126
|
3,128
|
||||||||||||||||||||||
Repurchases
of common stock, at cost
|
(39,001
|
)
|
(39,001
|
)
|
|||||||||||||||||||||
Net
income
|
38,338
|
$ |
38,338
|
||||||||||||||||||||||
Net
unrealized gain on derivative intruments
|
35
|
35
|
|||||||||||||||||||||||
Foreign
currency translation adjustment
|
2,306
|
|
2,306
|
|
|||||||||||||||||||||
Unrealized loss on investments | (151 | ) | (151 | ) | |||||||||||||||||||||
Minimum pension liability adjustment | (395 | ) | (395 | ) | |||||||||||||||||||||
Total
comprehensive income
|
$
|
40,133
|
40,133
|
||||||||||||||||||||||
Cumulative effct of adoption of FIN 48 | (59 | ) | (59 | ) | |||||||||||||||||||||
Balance at September 30,
2008
|
$
|
26
|
$
|
198,022
|
$
|
323,122
|
$
|
3,054
|
$
|
-
|
$
|
(89,991
|
)
|
$
|
434,233
|
Year Ended September 30,
|
|||
2008
|
2007
|
2006
|
|
Taiwan
Semiconductor Manufacturing Co. (TSMC)
|
17%
|
17%
|
10%
|
Marketech
|
7%
|
7%
|
19%
|
Buildings
|
15-25
years
|
Machinery
and equipment
|
3-10
years
|
Furniture
and fixtures
|
5-10
years
|
Information
systems
|
3-5
years
|
Assets
under capital leases
|
Term
of lease or estimated useful life
|
September 30,
|
||||||||
2008
|
2007
|
|||||||
Raw
materials
|
$ | 21,378 | $ | 18,011 | ||||
Work
in process
|
4,628 | 1,735 | ||||||
Finished
goods
|
21,460 | 17,520 | ||||||
Total
|
$ | 47,466 | $ | 37,266 |
September 30,
|
||||||||
2008
|
2007
|
|||||||
Land
|
$ | 17,661 | $ | 16,905 | ||||
Buildings
|
70,602 | 65,110 | ||||||
Machinery
and equipment
|
128,311 | 119,549 | ||||||
Furniture
and fixtures
|
5,488 | 5,359 | ||||||
Information
systems
|
15,348 | 13,817 | ||||||
Capital
leases
|
9,820 | 9,890 | ||||||
Construction
in progress
|
1,278 | 2,325 | ||||||
Total
property, plant and equipment
|
248,508 | 232,955 | ||||||
Less:
accumulated depreciation and amortization of assets under capital
lease
|
(132,665 | ) | (114,501 | ) | ||||
Net
property, plant and equipment
|
$ | 115,843 | $ | 118,454 |
Current
assets
|
$ | 10,610 | ||
Long-term
assets
|
2,197 | |||
In-process
research and development
|
1,120 | |||
Identified
intangible assets
|
6,890 | |||
Goodwill
|
5,000 | |||
Total
assets acquired
|
25,817 | |||
Total
current liabilities assumed
|
4,010 | |||
Net
assets acquired
|
$ | 21,807 |
September 30, 2008
|
September 30, 2007
|
|||||||||||||||
Gross
Carrying
|
Accumulated
|
Gross
Carrying
|
Accumulated
|
|||||||||||||
Amount
|
Amortization
|
Amount
|
Amortization
|
|||||||||||||
Other intangible assets subject to
amortization:
|
||||||||||||||||
Product
technology
|
$ | 5,380 | $ | 1,210 | $ | 5,380 | $ | 673 | ||||||||
Acquired
patents and licenses
|
8,000 | 4,716 | 8,000 | 2,560 | ||||||||||||
Trade
secrets and know-how
|
2,550 | 2,550 | 2,550 | 2,550 | ||||||||||||
Distribution
rights, customer lists and other
|
1,457 | 1,389 | 1,457 | 1,245 | ||||||||||||
Total
other intangible assets subject to amortization
|
17,387 | 9,865 | 17,387 | 7,028 | ||||||||||||
Total
other intangible assets not subject to amortization*
|
1,190 | 1,190 | ||||||||||||||
Total
other intangible assets
|
$ | 18,577 | $ | 9,865 | $ | 18,577 | $ | 7,028 |
Fiscal Year
|
Estimated
amortization
expense
|
|
2009
|
$1,663
|
|
2010
|
854
|
|
2011
|
847
|
|
2012
|
847
|
|
2013
|
847
|
|
September 30,
|
||||||||
2008
|
2007
|
|||||||
Long-term
investments
|
$ | 3,216 | $ | - | ||||
Other
long-term assets
|
827 | 617 | ||||||
Total
|
$ | 4,043 | $ | 617 | ||||
September 30,
|
||||||||
2008
|
2007
|
|||||||
Accrued
compensation
|
$ | 16,206 | $ | 13,965 | ||||
Goods
and services received, not yet
invoiced
|
2,060 | 2,365 | ||||||
Warranty
accrual
|
863 | 527 | ||||||
Taxes,
other than income taxes
|
998 | 911 | ||||||
Other
|
2,660 | 1,870 | ||||||
Total
|
$ | 22,787 | $ | 19,638 |
Year
Ended September 30,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Stock Options
|
||||||||||||
Weighted–average
grant date fair value
|
$ | 17.74 | $ | 18.12 | $ | 17.85 | ||||||
Expected
term (in years)
|
6.51 | 6.56 | 6.25 | |||||||||
Expected
volatility
|
43 | % | 52 | % | 56 | % | ||||||
Risk-free
rate of return
|
3.5 | % | 4.4 | % | 4.5 | % | ||||||
Dividend
yield
|
- | - | - |
ESPP
|
||||||||||||
Weighted-average
grant date fair value
|
$ | 8.74 | $ | 8.30 | $ | 7.23 | ||||||
Expected
term (in years)
|
0.50 | 0.50 | 0.50 | |||||||||
Expected
volatility
|
33 | % | 30 | % | 33 | % | ||||||
Risk-free
rate of return
|
3.4 | % | 5.1 | % | 4.9 | % | ||||||
Dividend
yield
|
- | - | - |
Year
Ended September 30,
|
||||||||||||
Income
statement classifications:
|
2008
|
2007
|
2006
|
|||||||||
Cost
of goods sold
|
$ | 1,119 | $ | 775 | $ | 648 | ||||||
Research,
development and technical
|
1,226 | 1,131 | 959 | |||||||||
Selling
and marketing
|
1,492 | 1,293 | 1,037 | |||||||||
General
and administrative
|
11,230 | 9,647 | 8,020 | |||||||||
Tax
benefit
|
(5,367 | ) | (4,588 | ) | (3,809 | ) | ||||||
Total
share-based compensation expense, net of tax
|
$ | 9,700 | $ | 8,258 | $ | 6,855 |
Weighted
|
||||||||||||||||
Weighted
|
Average
|
Aggregate
|
||||||||||||||
Average
|
Remaining
|
Intrinsic
|
||||||||||||||
Stock
|
Exercise
|
Contractual
|
Value
|
|||||||||||||
Options
|
Price
|
Term
(in years)
|
(in
thousands)
|
|||||||||||||
Outstanding
at September 30, 2007
|
4,334,381 | $ | 43.31 | |||||||||||||
Granted
|
380,410 | 36.71 | ||||||||||||||
Exercised
|
(99,159 | ) | 31.54 | |||||||||||||
Forfeited
or canceled
|
(523,237 | ) | 60.78 | |||||||||||||
Outstanding
at September 30, 2008
|
4,092,395 | $ | 40.74 | 6.2 | $ | 1,365 | ||||||||||
Exercisable
at September 30, 2008
|
2,737,095 | $ | 44.20 | 5.4 | $ | 541 | ||||||||||
Expected
to vest at September 30, 2008
|
1,190,760 | $ | 33.71 | 7.8 | $ | 739 |
Restricted
|
Weighted
|
|||||||
Stock
|
Average
|
|||||||
Awards
and
|
Grant
Date
|
|||||||
Units
|
Fair
Value
|
|||||||
Nonvested
at September 30, 2007
|
151,152 | $ | 32.21 | |||||
Granted
|
131,889 | 36.77 | ||||||
Vested
|
(43,789 | ) | 33.09 | |||||
Forfeited
|
(4,874 | ) | 32.95 | |||||
Nonvested
at September 30, 2008
|
234,378 | $ | 34.60 |
Year
Ended September 30,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Interest
income
|
$ | 5,559 | $ | 6,117 | $ | 5,394 | ||||||
Interest
expense
|
(395 | ) | (480 | ) | (690 | ) | ||||||
Other
income (expense)
|
284 | (2,031 | ) | (593 | ) | |||||||
Total
other income, net
|
$ | 5,448 | $ | 3,606 | $ | 4,111 |
Number of Shares
|
||
Common
Stock
|
Treasury
Stock
|
|
September
30, 2005
|
25,198,809
|
774,020
|
Restricted
stock under Deposit Share Plan, net of forfeitures
|
6,591
|
|
Common
stock under ESPP
|
49,319
|
|
Repurchases
of common stock
|
523,147
|
|
September
30, 2006
|
25,254,719
|
1,297,167
|
Exercise
of stock options
|
189,457
|
|
Restricted
stock under Equity Incentive Plan, net of forfeitures
|
129,371
|
|
Restricted
stock under Deposit Share Plan
|
8,003
|
|
Common
stock under ESPP
|
54,180
|
|
Repurchases
of common stock
|
330,170
|
|
September
30, 2007
|
25,635,730
|
1,627,337
|
Exercise
of stock options
|
99,159
|
|
Restricted
stock under Equity Incentive Plan, net of forfeitures
|
110,767
|
|
Restricted
stock under Deposit Share Plan
|
6,709
|
|
Common
stock under ESPP
|
54,625
|
|
Repurchases
of common stock
|
1,056,472
|
|
September
30, 2008
|
25,906,990
|
2,683,809
|
Year
Ended September 30,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Domestic
|
$ | 44,912 | $ | 36,681 | $ | 39,759 | ||||||
Foreign
|
9,978 | 12,693 | 8,765 | |||||||||
Total
|
$ | 54,890 | $ | 49,374 | $ | 48,524 |
Year
Ended September 30,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
U.S.
federal and state:
|
||||||||||||
Current
|
$ | 20,814 | $ | 17,821 | $ | 16,645 | ||||||
Deferred
|
(6,874 | ) | (6,176 | ) | (5,714 | ) | ||||||
Total
|
$ | 13,940 | $ | 11,645 | $ | 10,931 | ||||||
Foreign:
|
||||||||||||
Current
|
$ | 2,491 | $ | 4,250 | $ | 4,388 | ||||||
Deferred
|
121 | (357 | ) | 257 | ||||||||
Total
|
2,612 | 3,893 | 4,645 | |||||||||
Total
U.S. and foreign
|
$ | 16,552 | $ | 15,538 | $ | 15,576 |
Year
Ended September 30,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Federal
statutory rate
|
35.0 | % | 35.0 | % | 35.0 | % | ||||||
U.S.
benefits from research and
experimentation
activities
|
(2.2 | ) | (0.9 | ) | (0.2 | ) | ||||||
State
taxes, net of federal effect
|
0.7 | 0.6 | 0.7 | |||||||||
Tax-exempt
interest income
|
(3.2 | ) | (4.1 | ) | (3.7 | ) | ||||||
Share-based
compensation
|
0.5 | 1.1 | - | |||||||||
Domestic
production deduction
|
(0.5 | ) | (0.2 | ) | (0.4 | ) | ||||||
Other,
net
|
(0.1 | ) | - | 0.7 | ||||||||
Provision
for income taxes
|
30.2 | % | 31.5 | % | 32.1 | % |
September
30,
|
||||||||
2008
|
2007
|
|||||||
Deferred
tax assets:
|
||||||||
Employee
benefits
|
$ | 2,171 | $ | 1,799 | ||||
Inventory
|
2,420 | 1,298 | ||||||
Depreciation
and amortization
|
(31 | ) | 162 | |||||
Product
warranty
|
353 | 232 | ||||||
Bad
debt reserve
|
144 | 226 | ||||||
Share-based
compensation expense
|
11,931 | 7,080 | ||||||
Other,
net
|
449 | 449 | ||||||
Total
deferred tax assets
|
$ | 17,437 | $ | 11,246 | ||||
Deferred
tax liabilities:
|
||||||||
Depreciation
and amortization
|
$ | (1,613 | ) | $ | 552 | |||
Translation
adjustment
|
1,483 | (209 | ) | |||||
Other,
net
|
2,024 | 1,356 | ||||||
Total
deferred tax liabilities
|
$ | 1,894 | $ | 1,699 |
Balance
as of September 30, 2007
|
$ | 527 | ||
Reserve
for product warranty during the r
eporting
period
|
962 | |||
Adjustments
to pre-existing warranty reserve
|
- | |||
Settlement
of warranty
|
(626 | ) | ||
Balance
as of September 30, 2008
|
$ | 863 |
Fiscal
Year
|
Operating
|
Capital
|
||||||
2009
|
$ | 1,288 | $ | 1,354 | ||||
2010
|
737 | 1,354 | ||||||
2011
|
404 | 1,354 | ||||||
2012
|
18 | 10 | ||||||
2013
|
- | 3 | ||||||
Thereafter
|
- | - | ||||||
$ | 2,447 | 4,075 | ||||||
Amount
related to interest
|
(428 | ) | ||||||
Capital
lease obligation
|
$ | 3,647 |
Year
Ended September 30,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Numerator:
|
||||||||||||
Earnings
available to common shares
|
$ | 38,338 | $ | 33,836 | $ | 32,948 | ||||||
Denominator:
|
||||||||||||
Weighted
average common shares
|
23,315,072 | 23,748,158 | 24,228,118 | |||||||||
(Denominator
for basic calculation)
|
||||||||||||
Weighted
average effect of dilutive securities:
|
||||||||||||
Share-based
compensation
|
33,195 | 6,044 | 268 | |||||||||
Diluted
weighted average common shares
|
23,348,267 | 23,754,202 | 24,228,386 | |||||||||
(Denominator
for diluted calculation)
|
||||||||||||
Earnings
per share:
|
||||||||||||
Basic
|
$ | 1.64 | $ | 1.42 | $ | 1.36 | ||||||
Diluted
|
$ | 1.64 | $ | 1.42 | $ | 1.36 |
Year
Ended September 30,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Revenue:
|
||||||||||||
United
States
|
$ | 71,395 | $ | 70,110 | $ | 65,951 | ||||||
Asia
|
276,387 | 239,254 | 226,520 | |||||||||
Europe
|
27,287 | 28,841 | 28,324 | |||||||||
Total
|
$ | 375,069 | $ | 338,205 | $ | 320,795 | ||||||
Property,
plant and equipment, net:
|
||||||||||||
United
States
|
$ | 70,972 | $ | 75,618 | $ | 82,855 | ||||||
Asia
|
44,864 | 41,786 | 45,609 | |||||||||
Europe
|
7 | 1,050 | 1,712 | |||||||||
Total
|
$ | 115,843 | $ | 118,454 | $ | 130,176 |
Year
Ended September 30,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Revenue:
|
||||||||||||
Taiwan
|
$ | 109,282 | $ | 97,583 | $ | 87,834 | ||||||
Japan
|
47,642 | 44,535 | 43,627 | |||||||||
Korea
|
43,653 | * | * | |||||||||
* Denotes
less than ten percent of total revenue
|
CABOT
MICROELECTRONICS CORPORATION
|
||||||||||||||||||||||||||||||||
SELECTED
QUARTERLY OPERATING RESULTS
|
||||||||||||||||||||||||||||||||
(Unaudited
and in thousands, except per share amounts)
|
||||||||||||||||||||||||||||||||
Sept.
30,
|
June
30,
|
March
31,
|
Dec.
31,
|
Sept.
30,
|
June
30,
|
March
31,
|
Dec.
31,
|
|||||||||||||||||||||||||
2008
|
2008
|
2008
|
2007
|
2007
|
2007
|
2007
|
2006
|
|||||||||||||||||||||||||
Revenue
|
$ | 90,156 | $ | 97,047 | $ | 94,488 | $ | 93,378 | $ | 90,379 | $ | 89,023 | $ | 76,987 | $ | 81,816 | ||||||||||||||||
Cost
of goods sold
|
48,141 | 51,638 | 52,212 | 48,605 | 45,983 | 46,552 | 43,188 | 42,501 | ||||||||||||||||||||||||
Gross
profit
|
42,015 | 45,409 | 42,276 | 44,773 | 44,396 | 42,471 | 33,799 | 39,315 | ||||||||||||||||||||||||
Operating
expenses:
|
||||||||||||||||||||||||||||||||
Research,
development and technical
|
12,572 | 12,730 | 12,432 | 11,421 | 12,209 | 12,033 | 13,481 | 12,247 | ||||||||||||||||||||||||
Selling
and marketing
|
7,914 | 7,176 | 6,907 | 6,284 | 6,518 | 6,469 | 5,847 | 5,476 | ||||||||||||||||||||||||
General
and administrative
|
11,258 | 12,642 | 12,856 | 10,839 | 11,584 | 9,387 | 9,537 | 9,425 | ||||||||||||||||||||||||
Total
operating expenses
|
31,744 | 32,548 | 32,195 | 28,544 | 30,311 | 27,889 | 28,865 | 27,148 | ||||||||||||||||||||||||
Operating
income
|
10,271 | 12,861 | 10,081 | 16,229 | 14,085 | 14,582 | 4,934 | 12,167 | ||||||||||||||||||||||||
Other
income (expense), net
|
885 | 1,239 | 1,689 | 1,635 | 1,320 | (148 | ) | 1,260 | 1,174 | |||||||||||||||||||||||
Income
before income taxes
|
11,156 | 14,100 | 11,770 | 17,864 | 15,405 | 14,434 | 6,194 | 13,341 | ||||||||||||||||||||||||
Provision
for income taxes
|
2,939 | 4,120 | 3,828 | 5,665 | 5,246 | 4,373 | 1,703 | 4,216 | ||||||||||||||||||||||||
Net
income
|
$ | 8,217 | $ | 9,980 | $ | 7,942 | $ | 12,199 | $ | 10,159 | $ | 10,061 | $ | 4,491 | $ | 9,125 | ||||||||||||||||
Basic
earnings per share
|
$ | 0.36 | $ | 0.43 | $ | 0.34 | $ | 0.51 | $ | 0.43 | $ | 0.43 | $ | 0.19 | $ | 0.38 | ||||||||||||||||
Weighted
average basic shares outstanding
|
23,023 | 23,132 | 23,402 | 23,716 | 23,783 | 23,662 | 23,708 | 23,839 | ||||||||||||||||||||||||
Diluted
earnings per share
|
$ | 0.36 | $ | 0.43 | $ | 0.34 | $ | 0.51 | $ | 0.43 | $ | 0.42 | $ | 0.19 | $ | 0.38 | ||||||||||||||||
Weighted
average diluted shares outstanding
|
23,085 | 23,163 | 23,416 | 23,768 | 23,847 | 23,687 | 23,718 | 23,841 |
Allowance
For Doubtful Accounts
|
Balance
At Beginning of Year
|
Additions
Charged To Expenses
|
Deductions
|
Balance
At End Of Year
|
||||||||||||
Year
ended:
|
||||||||||||||||
September
30, 2008
|
$ | 635 | $ | (99 | ) | $ | (133 | ) | $ | 403 | ||||||
September
30, 2007
|
551 | 87 | (3 | ) | 635 | |||||||||||
September
30, 2006
|
470 | 92 | (11 | ) | 551 |
Warranty
Reserves
|
Balance
At Beginning of Year
|
Reserve
For Product Warranty During the Reporting Period
|
Adjustments
To Pre-existing Warranty Reserve
|
Settlement
of Warranty
|
Balance
At End Of Year
|
|||||||||||||||
Year
ended:
|
||||||||||||||||||||
September
30, 2008
|
$ | 527 | $ | 962 | $ | - | $ | (626 | ) | $ | 863 | |||||||||
September
30, 2007
|
924 | 106 | (314 | ) | (189 | ) | 527 | |||||||||||||
September
30, 2006
|
1,426 | 989 | - | (1,491 | ) | 924 |
(a)
|
(b)
|
(c)
|
||||
Plan
category
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
|||
Equity
compensation plans approved by security holders
|
4,156,596
(1)
|
$40.74
(1)
|
4,043,117
(2)
|
|||
Equity
compensation plans not approved by security holders
|
-
|
-
|
-
|
|||
Total
|
4,156,596
(1)
|
$40.74
(1)
|
4,043,117
(2)
|
(1)
|
Column
(a) includes 40,092 shares that non-employee directors, who defer their
compensation under our Directors’ Deferred Compensation Plan, have the
right to acquire pursuant thereto, and 24,109 shares that non-U.S.
employees have the right to acquire upon the vesting of the equivalent
restricted stock units that they have been awarded under our equity
incentive plan. Column (b) excludes both of these from the
weighted average exercise price.
|
(2)
|
Column
(c) includes 603,087 shares available for future issuance under our
Employee Stock Purchase Plan.
|
1.
|
Financial
Statements:
|
2.
|
Financial
Statement Schedule: Schedule II – Valuation and Qualifying
Accounts
|
3.
|
Exhibits - The
following exhibits are filed as part of, or incorporated by reference
into, this Report on Form 10-K:
|
|
3.2
(16)
|
Amended
and Restated By-Laws of Cabot Microelectronics
Corporation.
|
|
3.3
(1)
|
Form
of Amended and Restated Certificate of Incorporation of Cabot
Microelectronics Corporation.
|
|
3.4
(2)
|
Form
of Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock.
|
|
4.1
(2)
|
Form
of Cabot Microelectronics Corporation Common Stock
Certificate.
|
|
4.2
(3)
|
Rights
Agreement.
|
|
4.3
(4)
|
Amendment
to Rights Agreement.
|
|
10.1
|
Second
Amended and Restated Cabot Microelectronics Corporation 2000 Equity
Incentive Plan, as amended and restated September 23,
2008.*
|
|
10.2
|
Form
of Second Amended and Restated Cabot Microelectronics Corporation 2000
Equity Incentive Plan Non-Qualified Stock Option Grant Agreement
(directors).*
|
|
10.4
|
Form
of Second Amended and Restated Cabot Microelectronics Corporation 2000
Equity Incentive Plan Non-Qualified Stock Option Grant Agreement (U.S.
employees (including executive
officers)).*
|
|
10.5
|
Form
of Second Amended and Restated Cabot Microelectronics Corporation 2000
Equity Incentive Plan Restricted Stock Award Agreement (employees
(including executive officers)).*
|
|
10.6
|
Form
of Second Amended and Restated Cabot Microelectronics Corporation 2000
Equity Incentive Plan Restricted Stock Award Agreement for
Directors.*
|
|
10.15
(14)
|
Cabot
Microelectronics Corporation 2007 Employee Stock Purchase Plan, as Amended
and Restated January 18, 2008.*
|
|
10.29
(6)
|
Amended
and Restated Credit Agreement dated November 24, 2003 among Cabot
Microelectronics Corporation, Various Financial Institutions and LaSalle
Bank National Association, as Administrative Agent, and National City Bank
of Michigan/Illinois, as Syndication
Agent.
|
|
10.30
(5)
|
Form
of Deposit Share Agreement.***
|
|
10.31
(5)
|
Amendment
No. 1 to Fumed Metal Oxide Agreement, between Cabot Microelectronics
Corporation and Cabot Corporation.+
|
|
10.32
(5)
|
Fumed
Alumina Supply Agreement.+
|
|
10.33
|
Adoption
Agreement, as amended September 23, 2008, of Cabot Microelectronics
Corporation Supplemental Employee Retirement
Plan.*
|
|
10.34
(10)
|
Code
of Business Conduct.
|
|
10.36
(6)
|
Directors’
Cash Compensation Umbrella
Program.*
|
|
10.37
(7)
|
Employment
and Transition Agreement dated November 3,
2003.*
|
|
10.38
(7)
|
Employment
Offer Letter dated November 2,
2003.*
|
|
10.39
(7)
|
Employment
Offer Letter dated November 17,
2003.*
|
|
10.40
(8)
|
Amendment
No. 2 to Fumed Metal Oxide Agreement, between Cabot Microelectronics
Corporation and Cabot Corporation.
|
|
10.41
(8)
|
Amendment
No. 3 to Fumed Metal Oxide Agreement, between Cabot Microelectronics
Corporation and Cabot Corporation.
|
|
10.42
(8)
|
Fumed
Silica Supply Agreement.+
|
|
10.43
(8)
|
General
Release, Waiver and Covenant Not to
Sue.*
|
|
10.44
(9)
|
Amendment
as of January 17, 2005 to Four Grant Agreements for Non-Qualified Stock
Option Awards with Grant Dates of March 13, 2001, March 12, 2002, March
11, 2003 and March 9, 2004,
respectively.*
|
|
10.45
(9)
|
Amendment
as of January 29, 2005 to Three Grant Agreements for Non-Qualified Stock
Option Awards with Grant Dates of March 13, 2001, March 12, 2002 and March
11, 2003, respectively.*
|
|
10.46
(13)
|
Non-Employee
Directors’ Compensation Summary as of March,
2007.*
|
|
10.47
(11)
|
Asset
Purchase Agreement by and among Cabot Microelectronic Corporation, QED
Technologies International, Inc., QED Technologies, Inc., Don Golini and
Lowell Mintz dated June 15, 2006.
|
|
10.48
(11)
|
Technology
Asset Purchase Agreement dated June 15, 2006 by and among Cabot
Microelectronics Corporation, QED Technologies International, Inc., and
Byelocorp Scientific, Inc.
|
|
10.49
(12)
|
Amendment
No. 1 to Fumed Silica Supply Agreement, between Cabot Microelectronics
Corporation and Cabot Corporation.+
|
|
10.50
(15)
|
Amendment
No. 2 to Fumed Silica Supply Agreement, between Cabot Microelectronics
Corporation and Cabot Corporation.+
|
|
10.51
|
First
Amendment to the Employment Offer Letter dated November 2,
2003.*
|
|
10.52
|
First
Amendment to the Employment Offer Letter dated November 23,
2003.*
|
|
10.53
|
Cabot
Microelectronics Corporation Supplemental Employee Retirement Plan, as
amended.*
|
|
10.54
|
Cabot
Microelectronics Corporation Annual Incentive and Sales Incentive
Programs.*
|
|
21.1
|
Subsidiaries
of Cabot Microelectronics
Corporation.
|
|
23.1
|
Consent
of Independent Registered Public Accounting
Firm.
|
|
24.1
|
Power
of Attorney.
|
|
31.1
|
Certification
of Chief Executive Officer as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Chief Financial Officer as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
|
(1) Filed
as an exhibit to, and incorporated by reference from the Registrant’s
Registration Statement on Form S-1 (No. 333-95093) filed with the
Commission on March 27, 2000.
|
|
(2) Filed
as an exhibit to, and incorporated by reference from the Registrant’s
Registration Statement on Form S-1 (No. 333-95093) filed with the
Commission on April 3, 2000.
|
|
(3) Filed
as an exhibit to, and incorporated by reference from the Registrant’s
Registration Statement on Form S-1 (No. 333-95093) filed with the
Commission on April 4, 2000.
|
|
(4) Filed
as an exhibit to, and incorporated by reference from the Registrant’s
Current Report on Form 8-K (No. 000-30205) filed with the Commission on
October 6, 2000.
|
|
(5) Filed
as an exhibit to, and incorporated by reference from the Registrant’s
Quarterly Report on Form 10-Q (No. 000-30205) filed with the Commission on
February 12, 2002.
|
|
(6) Filed
as an exhibit to, and incorporated by reference from the Registrant’s
Annual Report on Form 10-K (No. 000-30205) filed with the Commission on
December 10, 2003.
|
|
(7) Filed
as an exhibit to, and incorporated by reference from the Registrant’s
Quarterly Report on Form 10-Q (No. 000-30205) filed with the Commission on
February 12, 2004.
|
|
(8) Filed
as an exhibit to, and incorporated by reference from the Registrant’s
Quarterly Report on Form 10-Q (No. 000-30205) filed with the Commission on
May 7, 2004.
|
|
(9) Filed
as an exhibit to, and incorporated by reference from the Registrant’s
Quarterly Report on Form 10-Q (No. 000-30205) filed with the Commission on
May 9, 2005.
|
|
(10)
Filed as an exhibit to, and incorporated by reference from the
Registrant’s Annual Report on Form 10-K (No. 000-30205) filed with the
Commission on December 7, 2005.
|
|
(11)
Filed as an exhibit to, and incorporated by reference from the
Registrant’s Quarterly Report on Form 10-Q (No. 000-30205) filed with the
Commission on August 9, 2006.
|
|
(12)
Filed as an exhibit to, and incorporated by reference from the
Registrant’s Annual Report on Form 10-K (No. 000-30205) filed with the
Commission on November 29, 2006.
|
|
(13)
Filed as an exhibit to, and incorporated by reference from the
Registrant’s Current Report on Form 8-K (No. 000-30205) filed with the
Commission on March 8, 2007.
|
|
(14)
Filed as Appendix A, and incorporated by reference from the Registrant’s
Definitive Proxy Statement (No. 000-30205) filed with the Commission on
January 18, 2008.
|
|
(15)
Filed as an exhibit to, and incorporated by reference from the
Registrant’s Quarterly Report on Form 10-Q (No. 000-30205) filed with the
Commission on August 8, 2008.
|
|
(16)
Filed as an exhibit to, and incorporated by reference from the
Registrant’s Current Report on Form 8-K (No. 000-30205) filed with the
Commission on September 24, 2008.
|
Participant
|
Type
of Grant
|
Number
of Option Shares Granted
|
Exercise
Price Per Share on Grant Date, [Annual Meeting Date for Annual; Date of
Election/ Appointment for Initial]
|
Optionee
ID Number
|
[Director
Name]
|
Non-Qualified
Stock Option
|
[_____]
|
[FMV/closing
price on Grant Date, which is Annual Meeting Date for Annual; Date of
Election/ Appointment for Initial]
|
[xxx-xx-xxxx]
|
Grant
Date [GD]
|
Vesting
Dates
|
Expiration
Date
|
Grant
Number
|
|
[Annual
Meeting Date for Annual; Date of Election/ Appointment for Initial
]
|
[for
annual grant:
25% 1
st
anniv. GD
25% 2d
anniv. GD
25% 3d
anniv. GD
25% 4
th
anniv. GD]
[for
initial grant:
25%
GD
25%
1
st
anniv. GD
25%
2d anniv. GD
25%
3d anniv. GD]
|
10
th
anniv. GD
|
[xxxxxx]
|
|
1.
|
Vesting and
Exercise
. The Award shall become vested and exercisable in
accordance with the following
table:
|
Installment
|
Vesting
Date Applicable to Installment
|
25%
25%
25%
25%
|
For
annual/initial:
1
st
anniv. GD/GD
2d
anniv. GD/1
st
anniv. GD
3d
anniv. GD/2d anniv. GD
4
th
anniv. GD/3d anniv. GD
|
|
2.
|
Termination/Cancellation/Rescission.
The
Company may terminate, cancel, rescind or recover an Award immediately
under certain circumstances, including, but not limited to, the
Participant’s:
|
(a)
|
actions
constituting Cause, as defined in the Plan, or the Company’s By-laws or
Articles of Incorporation, as
applicable;
|
(b)
|
rendering
of services for a competitor prior to, or within six (6) months after, the
exercise of any Option or the termination of Participant’s Service with
the Company;
|
(c)
|
unauthorized
disclosure of any confidential/proprietary information of the Company to
any third party;
|
|
3.
|
Expiration
. The
Option, including vested Options, shall not be exercisable after the
Company’s close of business on the last business day that occurs on or
prior to the Expiration Date. The “Expiration Date” shall be the
earliest
to occur
of:
|
(a)
|
[Ten
Years from GD];
|
(b)
|
If
the Participant’s termination of Service as a Director of the Company
occurs by reason of Cause, the date preceding the date of such
termination;
|
(c)
|
If
the Participant’s termination of Service as a Director of the Company is
for any reason other than (b) above, all Options vested and exercisable as
of the date of termination will remain exercisable until [ten years from
GD]. In such case of termination of Service as a Director of
the Company occurring by reason of death or Disability, then any Options
unvested prior to the date of such termination shall be fully vested and
exercisable as of such date of termination. For purposes hereof,
Disability shall have the meaning of permanent and total disability
provided within the meaning of Section 22 (e)(3) of the Internal Revenue
Code.
|
4.
|
Method of Option
Exercise
. Subject to the terms of this Agreement and the Plan,
the Participant may exercise, in whole or in part, the vested portion of
the Option at any time by complying with any exercise procedures
established by the Company in its sole discretion. The
Participant shall pay the exercise price for the portion of the Option
being exercised to the Company in full, at the time of exercise,
either:
|
(a)
|
in
cash;
|
(b)
|
in
shares of Stock having a Fair Market Value equal to the aggregate exercise
price for the shares of Stock being purchased and satisfying
such other requirements as may be imposed by the Committee; provided,
that, such shares of Stock have been held by the Participant for no less
than six (6) months;
|
(c)
|
partly
in cash and partly in such shares of Stock;
or
|
(d)
|
through
the delivery of irrevocable instructions to a broker to deliver promptly
to the Company an amount equal to the aggregate exercise price for the
shares of Stock being purchased (“cashless
exercise”).
|
|
5.
|
Taxes.
|
|
(a)
|
All
deliveries and distributions under this Agreement are subject to all
applicable taxes. As a Director of the Company, the Participant
is subject to Section 16 (an “Insider”), of the Securities Exchange Act of
1934 (“Exchange Act”), as well as other relevant securities laws, and any
surrender of previously owned shares to satisfy tax withholding
obligations arising upon exercise of an Option, or a ‘cashless exercise’
must comply with the requirements of Rule 16b-3 promulgated under the
Exchange Act (“Rule 16b-3”), and other relevant law, regulations and
Company guidelines.
|
|
(b)
|
If
the Fair Market Value of a share of stock on the date the Participant
exercises the Option is greater than the Exercise Price, the Participant
will be taxed on the difference multiplied by the number of shares
purchased with cash at the date of exercise. This income is
taxed as ordinary income and subject to various taxes. The
income will be reported to the Participant as part of the Participant’s
compensation on the Participant’s annual Form 1099 issued by the
Company.
|
|
(c)
|
If
the Participant sells the shares acquired under the Option, a long-term or
short-term capital gain or loss may also result depending
on: (i) the Participant’s holding period for the shares, and
(ii) the difference between the Fair Market Value of the shares at the
time of the sale and the Participant’s tax basis in the
shares. The holding period is determined from the date the
Option is exercised. Under current law, the capital gain or
loss is long term if the property is held for more than one (1) year, and
short term if the property is held for less than one (1) year. If the
Exercise Price of an Option is paid in cash, the tax basis of the shares
thereby acquired is the sum of (i) the Exercise Price paid for the shares,
and (ii) the ordinary income, if any, determined by the difference between
the Fair Market Value of the shares when exercised and the Exercise
Price.
|
|
6.
|
Transferability
. The
Option is not transferable other than: (a) by will or by the laws of
descent and distribution; (b) pursuant to a domestic relations order; or
(c) to members of the Participant’s immediate family, to trusts solely for
the benefit of such immediate family members or to partnerships in which
family members and/or trusts are the only partners, all as provided under
the terms of the Plan. After any such transfer, the Option
shall remain subject to the terms of the
Plan.
|
|
7.
|
Adjustment of
Shares
. In the event of any transaction described in
Section 8.6 of the Plan, the terms of this Option (including, without
limitation, the number and kind of shares subject to this Option and the
Exercise Price) shall be adjusted as set forth in Section 8.6 of the
Plan.
|
|
8.
|
Not an Employment
Contract; Shareholder Rights.
The grant of an Option
does not confer on the Participant any contractual employment or
shareholder rights. The Participant will not have shareholder
rights with respect to any shares of stock subject to the Option until the
Option is exercised and the shares are issued and transferred on the books
of the Company to the Participant. No adjustment shall be made
for dividends, distributions or other rights for which the record date is
prior to such date, except as provided under the
Plan.
|
|
9.
|
Severability
. In
the event that any provision of this Agreement is found to be invalid,
illegal or incapable of being enforced by any court of competent
jurisdiction for any reason, in whole or in part, the remaining provisions
of this Agreement shall remain in full force and effect to the fullest
extent permitted by law.
|
10.
|
Waiver
. Failure
to insist upon strict compliance with any of the terms and conditions of
this Agreement or the Plan shall not be deemed a waiver of such term or
condition.
|
11.
|
Notices
. Any
notices provided for in this Agreement or the Plan must be in writing and
hand delivered, sent by fax or overnight courier, or by postage paid first
class mail. Notices are to be sent to the Participant at the
address indicated by the Company’s records and to the Company at its
principal executive office.
|
12.
|
Governing
Law
. This Agreement shall be construed under the laws of
the State of Illinois.
|
PARTICIPANT
|
Type
of Grant
|
Number
of Option Shares Granted
|
Exercise
Price Per Share on [grant date]
|
Participant
ID Number
|
NAME
|
Non-qualified
Stock Option
|
[____]
|
$XX.XX
[general:
grant date (GD) fmv/close price]
|
XXX-XX-XXXX
|
Grant
Date
|
Vesting Dates
[general]
|
Expiration
Date
|
Grant
Number
|
|
[date
of grant]
|
25% 1
st
anniv.
GD
25% 2danniv.
GD
25% 3danniv.
GD
25% 4
th
anniv.
GD
|
DATE [general:
tenth anniv. GD]
|
000000XXXX
|
1.
|
Vesting and
Exercise
. The Award shall become vested and exercisable
in accordance with the following
table:
|
Installment
|
Vesting
Date Applicable to Installment [general]
|
25%
25%
25%
25%
|
[1
st
anniv. GD]
[2d
anniv. GD]
[3d
anniv. GD]
[4
th
anniv. GD]
|
|
Unless
otherwise provided in this Agreement or the Plan, if the date of
Participant’s termination of Service with the Company, as defined in the
Plan, precedes the relevant Vesting Date, an installment shall not vest on
the otherwise applicable Vesting Date and all Options subject to such
installment shall immediately terminate as of the date of such termination
of Service.
|
2.
|
Termination /
Cancellation / Rescission.
The Company may terminate,
cancel, rescind or recover an Award immediately under certain
circumstances, including, but not limited to, the
Participant’s:
|
(a)
|
actions
constituting Cause, as defined in the Plan and as otherwise enforceable
under local law;
|
|
(b)
|
rendering
of services for a competitor prior to, or within six (6) months after, the
exercise of any Option or the termination of Participant's Service with
the Company;
|
|
(c)
|
unauthorized
disclosure of any confidential/proprietary information of the Company to
any third party;
|
|
(d)
|
failure
to comply with the Company’s policies regarding the identification,
disclosure and protection of intellectual
property;
|
|
(e)
|
violation
of the Cabot Microelectronics Corporation Employee Confidentiality,
Intellectual Property and Non-Competition
Agreement.
|
|
In
the event of any such termination, cancellation, rescission or revocation,
the Participant must return any Stock obtained by the Participant pursuant
to the Award, or pay to the Company the amount of any gain realized on the
sale of such Stock, and the Company shall be entitled to set-off against
the amount of any such gain any amount owed to the Participant by the
Company. To the extent applicable, the purchase price for such
Stock shall be returned to the Participant, including any withholding
requirements.
|
3.
|
Purpose of
Award
. The Award is intended to promote goodwill between the
Participant and the Company and shall not be considered as salary or other
remuneration for any employment or other services the Participant may
perform for the Company or any of its affiliates. The Company’s
grant of the Option does not confer any contractual or other rights of
employment or service with the Company. Benefits granted under
the Plan shall not be considered as part of the Participant’s salary in
the event of severance, redundancy or resignation. Granting of the Award
shall also not be construed as creating any right on the part of
Participant to receive any additional benefits including awards in the
future, it being expressly understood and agreed that any future awards
shall be made solely at the discretion of the
Company.
|
4.
|
Expiration
. The
Option, including vested Options, shall not be exercisable after the
Company’s close of business on the last business day that occurs on or
prior to the Expiration Date. The “Expiration Date” shall be the
earliest
to occur
of:
|
(a)
|
[general:
tenth anniv. GD];
|
(b)
|
If
the Participant’s termination of Service occurs by reason of death or
Disability, the three (3) year anniversary of the date of such termination
or the ten (10) year anniversary of the Grant Date, whichever is
sooner. In such case of termination of Service occurring by
reason of death or Disability, then any unvested portion of the Option
shall be fully vested and exercisable as of such date of termination. For
purposes hereof, “Disability” shall have the meaning provided under: (i)
first, an employment agreement between the Participant and the Company;
(ii) second, if no such employment agreement exists, the long-term
disability program maintained by the Company or any governmental entity
covering the Participant; or (iii) third, if no such agreement or program
exists, permanent and total disability within the meaning of Section 22
(e)(3) of the Code;
|
(c)
|
If
the Participant’s termination of Service occurs by reason of Cause, the
date preceding the date of such
termination;
|
(d)
|
If
the Participant’s termination of Service occurs by reason of Change in
Control, three (3) months after the date of such
termination;
|
(e)
|
If
the Participant’s termination of Service occurs by reason of Retirement,
all Options vested and exercisable as of the date of such termination will
remain exercisable until the ten (10) year anniversary of the Grant
Date. For purposes hereof, “Retirement” shall mean the
termination of the Participant’s Service following the Participant’s
attainment of at least (i) five years of employment with the Company
and
(ii) 55
years of age,
provided,
however
, that the Participant’s termination of Service will not be
deemed to have occurred by reason of Retirement if the Participant’s
Service has been terminated by reason of Cause, as determined by the
Company in its sole discretion; or
|
(f)
|
If
the Participant’s termination of Service is for any reason other than (b),
(c), (d) or (e) above, all Options vested and exercisable as of the date
of termination will remain exercisable for one (1) month after the
termination date, after which all unexercised Options are
terminated.
|
(a)
|
in
cash;
|
(b)
|
in
shares of Stock having a Fair Market Value equal to the aggregate exercise
price for the shares of Stock being purchased and satisfying
such other requirements as may be imposed by the Committee; provided,
that, such shares of Stock have been held by the Participant for no less
than six months;
|
(c)
|
partly
in cash and partly in such shares of Stock;
or
|
(d)
|
through
the delivery of irrevocable instructions to a broker to deliver promptly
to the Company an amount equal to the aggregate exercise price for the
shares of Stock being purchased (“cashless
exercise”).
|
6.
|
Taxes.
|
(a)
|
All
deliveries and distributions under this Agreement are subject to
withholding of all applicable taxes based on country specific tax
requirement. Please refer to electronic copy of “Taxes” for
your individual circumstances based on your location. The
various methods and manner by which the tax withholding may be satisfied
are set forth in Section 8.4 of the Plan. If the Participant is
subject to Section 16 (an “Insider”), of the Securities Exchange Act of
1934 (“Exchange Act”) and other securities laws, any surrender of
previously owned shares to satisfy tax withholding obligations arising
upon exercise of an Option must comply with the requirements of Rule 16b-3
promulgated under the Exchange Act (“Rule 16b-3”) and other relevant rules
and regulations.
|
(b)
|
If
the Fair Market Value of a share of stock on the date the Participant
exercises the Option is greater than the Exercise Price, the Participant
will be taxed on the difference multiplied by the number of shares
purchased with cash at the date of exercise. This income is
taxed as ordinary income and subject to various withholding
taxes. The Company is required to withhold and remit these
taxes to the appropriate tax authorities. If the exercise of
the Option results in no cash payment to the Participant from which the
Company could withhold the income and FICA taxes, the Participant will be
required to provide the Company with an amount of cash sufficient to
satisfy the Participant’s tax withholding obligations or to make
arrangements satisfactory to the Company with regard to such taxes, which
in most instances can be done through the services provided by a
broker. If the Participant does not pay the amount of required
withholding to the Company, the Company will withhold from the shares
delivered or from other amounts payable to the Participant, the minimum
amount of funds required to cover all applicable federal, state and local
income and employment taxes required to be withheld by the Company by
reason of such exercise of the Option. The income will be
reported to the Participant as part of the Participant’s employment
compensation on the Participant’s annual earnings
statement.
|
(c)
|
If
the Participant sells the shares acquired under the Option, a long-term or
short-term capital gain or loss may also result depending
on: (i) the Participant’s holding period for the shares, and
(ii) the difference between the Fair Market Value of the shares at the
time of the sale and the Participant’s tax basis in the
shares. The holding period is determined from the date the
Option is exercised. Under current law, the capital gain or
loss is long term if the property is held for more than one year, and
short term if the property is held for less than one year. If the Exercise
Price of an Option is paid in cash, the tax basis of the shares thereby
acquired is the sum of (i) the Exercise Price paid for the shares, and
(ii) the ordinary income, if any, determined by the difference between the
Fair Market Value of the shares when exercised and the Exercise
Price.
|
|
EACH
PARTICIPANT IS URGED TO REVIEW THE U.S. TAX COMMUNICATION INFORMATION AND
TO CONSULT WITH HIS OR HER OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL, LOCAL AND
OTHER TAX LAWS.
|
7.
|
Transferability
.
The Option is not transferable other than: (a) by will or by the laws of
descent and distribution; (b) pursuant to a domestic relations order; or
(c) to members of the Participant’s immediate family, to trusts solely for
the benefit of such immediate family members or to partnerships in which
family members and/or trusts are the only partners, all as provided under
the terms of the Plan. After any such transfer, the Option
shall remain subject to the terms of the
Plan.
|
8.
|
Adjustment of
Shares
. In the event of any transaction described in
Section 8.6 of the Plan, the terms of this Option (including, without
limitation, the number and kind of shares subject to this Option and the
Exercise Price) shall be adjusted as set forth in Section 8.6 of the
Plan.
|
9.
|
Shareholder
Rights.
Participant shall have no rights as a
stockholder with respect to any shares of Stock subject to the Option
until the Option is exercised and the shares are issued and transferred on
the books of the Company to the Participant. No adjustment
shall be made for dividends, distributions or other rights for which the
record date is prior to such date, except as provided under the
Plan.
|
10.
|
Data
Privacy
. In order to perform its requirements under this
Plan, the Company may process sensitive personal data about the
Participant. Such data includes but is not limited to the
information provided in this grant package and any changes thereto, other
appropriate personal and financial data about the Participant, and
information about the Participant’s participation in the Plan and shares
exercised under the Plan from time to time. By signing the
attached acceptance form, the Participant hereby gives explicit consent to
the Company to process any such data. The Participant also
hereby gives explicit consent to the Company
to transfer any
personal data outside the country in which the Participant is employed and
to the United States. The legal persons for whom the personal
data is intended includes the Company and any of its subsidiaries, the
outside plan administrator as selected by the Company from time to time
and any other person that the Company may find appropriate in its
administration of the Plan. The Participant may review and
correct any personal data by contacting his local Human Resources
Representative. The Participant understands that the transfer of the
information outlined here is important to the administration of the Plan
and failure to consent to the transmission of such information may limit
or prohibit participation in the
Plan.
|
11.
|
Severability
. In
the event that any provision of this Agreement is found to be invalid,
illegal or incapable of being enforced by any court of competent
jurisdiction for any reason, in whole or in part, the remaining provisions
of this Agreement shall remain in full force and effect to the fullest
extent permitted by law.
|
12.
|
Waiver
. Failure
to insist upon strict compliance with any of the terms and conditions of
this Agreement or the Plan shall not be deemed a waiver of such term or
condition.
|
13.
|
Notices
. Any
notices provided for in this Agreement or the Plan must be in writing and
hand delivered, sent by fax or overnight courier, or by postage paid first
class mail. Notices are to be sent to the Participant at the
address indicated by the Company’s records and to the Company at its
principal executive office.
|
14.
|
Governing
Law
. This Agreement shall be construed under the laws of
the State of Illinois.
|
|
IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its name and on its behalf, all as of the Grant
Date.
|
Participant
|
Type
of Award
|
Number
of Restricted Shares Awarded
|
Fair
Market Value of Restricted Shares on Date of Award
|
Participant
ID Number
|
NAME
|
Restricted
Stock
|
[_________]
|
$XX.XX
[general:
award date (AD) fmv/close price]
|
[xxx-xx-xxxx]
|
Date
of Award
|
Date
Restrictions Lapse (Vesting Date(s))
[general]
|
Award
Number
|
||
[award
date]
|
25%
1
st
anniv.
AD
25%
2danniv. AD
25%
3danniv. AD
25%
4
th
anniv.
AD
|
[xxxxx]
|
1.
|
Vesting Dates and
Lapse of Restrictions
. The Award shall become vested and
the restrictions will lapse in accordance with the following
table:
|
Number
of Shares
[general]
|
Vesting
Date
[general]
|
25%
25%
25%
25%
|
[1
st
anniv. AD]
[2d
anniv. AD]
[3d
anniv. AD]
[4
th
anniv. AD]
|
2.
|
Termination /
Cancellation / Rescission.
The Company may terminate,
cancel, rescind or recover the Award immediately under certain
circumstances, including, but not limited to, the
Participant’s:
|
(a)
|
actions
constituting Cause, as defined in the Plan and as otherwise enforceable
under local law;
|
(b)
|
rendering
of services for a competitor prior to, or within six (6) months after, the
exercise of any Award or the termination of Participant's Service with the
Company;
|
(c)
|
unauthorized
disclosure of any confidential/proprietary information of the Company to
any third party;
|
(d)
|
failure
to comply with the Company’s policies regarding the identification,
disclosure and protection of intellectual
property;
|
(e)
|
violation
of the Cabot Microelectronics Corporation Employee Confidentiality,
Intellectual Property and Non-Competition
Agreement.
|
3.
|
Purpose of
Award
. The Award is intended to promote goodwill between the
Participant and the Company and shall not be considered as salary or other
remuneration for any employment or other services the Participant may
perform for the Company or any of its affiliates. The Company’s
grant of the Award does not confer any contractual or other rights of
employment or service with the Company. Benefits granted under
the Plan shall not be considered as part of the Participant’s salary in
the event of severance, redundancy or resignation. Granting of the Award
shall also not be construed as creating any right on the part of
Participant to receive any additional benefits including awards in the
future, it being expressly understood and agreed that any future awards
shall be made solely at the discretion of the
Company.
|
4.
|
Rights and
Restrictions Governing Restricted Stock
. As of the Date
of Award, one or more certificates representing the appropriate number of
shares of Stock granted to the Participant shall be registered in the
Participant’s name but shall be held by the Company for the Participant’s
account. The Participant shall have all rights of a holder as
to such shares of Stock (including, to the extent applicable, the right to
receive dividends and to vote), subject to the following
restrictions: (a) the Participant has executed a valid stock
power on behalf of the Company for such Stock; (b) the Participant shall
be entitled to delivery of certificates representing shares of Stock when
restrictions lapse; and (c) none of the Stock may be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of until the
restrictions have lapsed.
|
5.
|
Delivery of Restricted
Stock
. As soon as reasonably practicable following the
date on which restrictions lapse, one or more stock certificates for the
appropriate number of shares of Stock, free of the restrictions set forth
in the Agreement, shall be delivered to the Participant or such shares
shall be credited to a brokerage account if the Participant so directs;
provided however, that such certificates shall bear such legends as the
Committee, in its sole discretion, may determine to be necessary or
advisable in order to comply with applicable federal and state securities
laws.
|
6.
|
Tax Treatment
.
The Participant will be taxed on the difference between any purchase price
and the Fair Market Value of the Stock on the date the
restrictions lapse. This income will be taxed as ordinary income and
subject to income and FICA withholding taxes. The Company is required to
withhold and remit these taxes to the appropriate tax authorities. The
Participant will be required to provide the Company with an amount of cash
sufficient to satisfy the Participant’s tax withholding obligations or to
make arrangements satisfactory to the Company with regard to such
taxes. The income will be reported to the Participant as part
of the Participant's employment compensation on the Participant's annual
earnings statement Form W-2.
|
7.
|
Tax
Withholding
. All deliveries and distributions under this
Agreement are subject to withholding of all applicable taxes. The various
methods and manner by which tax withholding may be satisfied are set forth
in Section 8.4 of the Plan. If the Participant is subject to
Section 16 (an “Insider”), of the Securities Exchange Act of 1934
(“Exchange Act”), any surrender of previously owned shares to satisfy tax
withholding obligations arising under an Award must comply with the
requirements of Rule 16b-3 promulgated under the Exchange Act (“Rule
16b-3”).
|
8.
|
Transferability
. The
Award Stock is not transferable other than: (a) by will or by the laws of
descent and distribution; (b) pursuant to a domestic relations order; or
(c) to members of the Participant’s immediate family, to trusts solely for
the benefit of such immediate family members or to partnerships in which
family members and/or trusts are the only partners, all as provided under
the terms of the Plan. After any such transfer, the Award Stock
shall remain subject to the terms of the
Plan.
|
9.
|
Adjustment of
Shares
. In the event of any transaction described in
Section 8.6 of the Plan, the terms of this Award (including, without
limitation, the number and kind of shares subject to this Award) shall be
adjusted as set forth in Section 8.6 of the
Plan.
|
10.
|
Severability
. In
the event that any provision of this Agreement is found to be invalid,
illegal or incapable of being enforced by any court of competent
jurisdiction for any reason, in whole or in part, the remaining provisions
of this Agreement shall remain in full force and effect to the fullest
extent permitted by law.
|
11.
|
Waiver
. Failure
to insist upon strict compliance with any of the terms and conditions of
this Agreement or the Plan shall not be deemed a waiver of such term or
condition.
|
12.
|
Notices
. Any
notices provided for in this Agreement or the Plan must be in writing and
hand delivered, sent by fax or overnight courier, or by postage paid first
class mail. Notices are to be sent to the Participant at the
address indicated by the Company’s records and to the Company at its
principal executive office.
|
13.
|
Governing
Law
. This Agreement shall be construed under the laws of
the State of Illinois.
|
Participant
|
Type
of Award
|
Number
of Restricted Shares Awarded
|
Fair
Market Value of Restricted Shares on Date of Award, [Annual Meeting for
Annual; Date of Election/ Appointment for Initial]
|
Participant
ID Number
|
[NAME]
|
Restricted
Stock
|
[______]
|
[Fmv/closing
price on Award Date]
$XX.XX
|
[xxx-xx-xxxx]
|
Date
of Award [AD]
|
Date
Restrictions Lapse (Vesting Date(s))
[equally,
in quarters, over 4 yrs., beginning on first anniversary, for annual;
equally, in quarters, over 3 yrs., beginning on AD, for
initial]]
|
Award
Number
|
||
[Annual
Meeting Date for Annual][Date of Appointment for Initial]
|
25%
[1
st
anniv. AD]; [AD]
25%
[2d anniv. AD];[1
st
anniv.AD]
25%[3d
anniv. AD];[2danniv.AD]
25%[4
th
anniv. AD];[3danniv.AD]
|
[xxxxx]
|
1.
|
Vesting Dates and
Lapse of Restrictions
. The Award shall become vested and
the restrictions will lapse in accordance with the following
table:
|
Number
of Shares
|
Vesting
Date(s)
[equally,
in quarters, over 4 years, beginning on first anniversary for annual;
equally, in quarters, over 3 years, beginning on AD for
initial]
|
25%
25%
25%
25%
|
[1
st
anniv. AD]; [AD]
[2d
anniv. AD]; [1
st
anniv. AD]
[3d
anniv. AD]; [2d anniv. AD]
[4
th
anniv. AD]; [3d anniv. AD]
|
2.
|
Termination /
Cancellation / Rescission.
The Company may terminate,
cancel, rescind or recover the Award immediately under certain
circumstances, including, but not limited to, the
Participant’s:
|
(a)
|
actions
constituting Cause, as defined in the Plan, or the Company’s By-laws or
Articles of Incorporation, as
applicable;
|
(b)
|
rendering
of services for a competitor prior to, or within six (6) months after, the
exercise of any Award or the termination of Participant's Service with the
Company;
|
(c)
|
unauthorized
disclosure of any confidential/proprietary information of the Company to
any third party.
|
3.
|
Rights and
Restrictions Governing Restricted Stock
. As of the Date
of Award, one or more certificates representing the appropriate number of
shares of Stock granted to the Participant shall be registered in the
Participant’s name but shall be held by the Company for the Participant’s
account. The Participant shall have all rights of a holder as
to such shares of Stock (including, to the extent applicable, the right to
receive dividends and to vote), subject to the following
restrictions: (a) the Participant has executed a valid stock
power on behalf of the Company for such Stock; (b) the Participant shall
be entitled to delivery of certificates representing shares of Stock when
restrictions lapse; and (c) none of the Stock may be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of until the
restrictions have lapsed.
|
4.
|
Delivery of Restricted
Stock
. As soon as reasonably practicable following the
date on which restrictions lapse, one or more stock certificates for the
appropriate number of shares of Stock, free of the restrictions set forth
in the Agreement, shall be delivered to the Participant or such shares
shall be credited to a brokerage account if the Participant so directs;
provided however, that such certificates shall bear such legends as the
Committee, in its sole discretion, may determine to be necessary or
advisable in order to comply with applicable federal and state securities
laws.
|
5.
|
Tax Treatment
.
The Participant will be taxed on the difference between any purchase price
and the Fair Market Value of the Stock on the date the restrictions lapse.
This income will be taxed as ordinary income but will not subject to any
withholding taxes. Instead, the Participant is required to pay any
applicable taxes to the appropriate tax authorities
directly. The income will be reported to the Participant as
part of the Participant’s fees on the Participant’s annual Form 1099
issued by the Company.
|
6.
|
Tax
Withholding
. All deliveries and distributions under this
Agreement are not subject to tax withholding unless required under
applicable law. Notwithstanding, the Participant voluntarily
may elect to have the Company withhold any applicable taxes in accord with
and as permitted by Section 8.4 of the Plan. As a Director of
the Company, the Participant is subject to Section 16 (an “Insider”), of
the Securities Exchange Act of 1934 (“Exchange Act”), and any surrender of
previously owned shares to satisfy tax withholding obligations arising
under an Award must comply with the requirements of Rule 16b-3 promulgated
under the Exchange Act (“Rule 16b-3”), and any other relevant law,
regulations and Company guidelines.
|
7.
|
Transferability
. The
Award Stock is not transferable other than: (a) by will or by the laws of
descent and distribution; (b) pursuant to a domestic relations order; or
(c) to members of the Participant’s immediate family, to trusts solely for
the benefit of such immediate family members or to partnerships in which
family members and/or trusts are the only partners, all as provided under
the terms of the Plan. After any such transfer, the Award Stock
shall remain subject to the terms of the
Plan.
|
8.
|
Adjustment of
Shares
. In the event of any transaction described in
Section 8.6 of the Plan, the terms of this Award (including, without
limitation, the number and kind of shares subject to this Award) shall be
adjusted as set forth in Section 8.6 of the
Plan.
|
9.
|
Not an Employment
Contract
. The Company’s grant of the Award does not
confer any contractual or other rights of employment or service with the
Company.
|
10.
|
Severability
. In
the event that any provision of this Agreement is found to be invalid,
illegal or incapable of being enforced by any court of competent
jurisdiction for any reason, in whole or in part, the remaining provisions
of this Agreement shall remain in full force and effect to the fullest
extent permitted by law.
|
11.
|
Waiver
. Failure
to insist upon strict compliance with any of the terms and conditions of
this Agreement or the Plan shall not be deemed a waiver of such term or
condition.
|
12.
|
Notices
. Any
notices provided for in this Agreement or the Plan must be in writing and
hand delivered, sent by fax or overnight courier, or by postage paid first
class mail. Notices are to be sent to the Participant at the
address indicated by the Company’s records and to the Company at its
principal executive office.
|
13.
|
Governing
Law
. This Agreement shall be construed under the laws of
the State of Illinois.
|
|
2.01. Definitions.
|
|
2.02. Pronouns.
|
|
2.03. Special
Effective Dates.
|
|
3.01. Crediting
of Eligibility Service
|
|
3.02. Re-Crediting
of Eligibility Service Following Termination of
Employment.
|
|
3.03. Crediting
of Vesting Service.
|
|
3.04. Application
of Vesting Service to a Participant's Account Following a Break in Vesting
Service.
|
|
3.05. Service
with Predecessor Employer.
|
|
3.06. Change
in Service Crediting.
|
|
4.01. Date
of Participation.
|
|
4.02. Transfers
Out of Covered Employment.
|
|
4.03. Transfers
Into Covered Employment.
|
|
4.04. Resumption
of Participation Following
Reemployment.
|
|
5.01. Contributions
Subject to Limitations.
|
|
5.02. Compensation
Taken into Account in Determining
Contributions.
|
|
5.03. Deferral
Contributions.
|
|
5.04. Employee
Contributions.
|
|
5.05. No
Deductible Employee
Contributions.
|
|
5.06. Rollover
Contributions.
|
|
5.07. Qualified
Nonelective Employer
Contributions.
|
|
5.08. Matching
Employer Contributions.
|
|
5.09. Qualified
Matching Employer
Contributions.
|
|
5.10. Nonelective
Employer Contributions.
|
|
5.11. Vested
Interest in Contributions.
|
|
5.12. Time
for Making Contributions.
|
|
5.13. Return
of Employer Contributions.
|
|
6.01. Special
Definitions.
|
|
6.02. Code
Section 402(g) Limit on Deferral
Contributions.
|
|
6.03. Additional
Limit on Deferral
Contributions
|
|
6.04. Allocation
and Distribution of "Excess
Contributions"
|
|
6.05. Reductions
in Deferral Contributions to Meet Code
Requirements.
|
|
6.06. Limit
on Matching Employer Contributions and Employee
Contributions
|
|
6.07. Allocation,
Distribution, and Forfeiture of "Excess Aggregate
Contributions"
|
|
6.08. Aggregate
Limit on "Contribution Percentage Amounts" and "Includable
Contributions"
|
|
6.09. Income
or Loss on Distributable
Contributions.
|
|
6.10. Deemed
Satisfaction of "ADP"
Test
|
|
6.11. Deemed
Satisfaction of "ACP" Test With Respect to Matching Employer
Contributions
|
|
6.12. Code
Section 415 Limitations.
|
|
7.01. Individual
Accounts.
|
|
7.02. Valuation
of Accounts.
|
|
8.01. Manner
of Investment.
|
|
8.02. Investment
Decisions.
|
|
8.03. Participant
Directions to Trustee.
|
|
9.01. Special
Definitions.
|
|
9.02. Participant
Loans.
|
|
9.03. Separate
Loan Procedures
|
|
9.04. Availability
of Loans.
|
|
9.05. Limitation
on Loan Amount.
|
|
9.06. Interest
Rate.
|
|
9.07. Level
Amortization.
|
|
9.08. Security.
|
|
9.09. Transfer
and Distribution of Loan Amounts from Permissible
Investments.
|
|
9.10. Default.
|
|
9.11. Effect
of Termination Where Participant has Outstanding Loan
Balance.
|
|
9.12. Deemed
Distributions Under Code Section
72(p).
|
|
9.13. Determination
of Account Value Upon Distribution Where Plan Loan is
Outstanding.
|
|
10.01. Availability
of In-Service Withdrawals.
|
|
10.02. Withdrawal
of Employee Contributions.
|
|
10.03. Withdrawal
of Rollover Contributions.
|
|
10.04. Age
59
1/2
Withdrawals.
|
|
10.05. Hardship
Withdrawals.
|
|
10.06. Preservation
of Prior Plan In-Service Withdrawal
Rules.
|
|
10.07. Restrictions
on In-Service Withdrawals.
|
|
10.08. Distribution
of Withdrawal Amounts.
|
|
11.01. Normal
or Early Retirement.
|
|
11.02. Late
Retirement.
|
|
11.03. Disability
Retirement.
|
|
11.04. Death.
|
|
11.05. Other
Termination of Employment.
|
|
11.06. Application
for Distribution.
|
|
11.07. Application
of Vesting Schedule Following Partial
Distribution.
|
|
11.08. Forfeitures.
|
|
11.09. Application
of Forfeitures.
|
|
11.10. Reinstatement
of Forfeitures.
|
|
11.11. Adjustment
for Investment Experience
|
|
12.01. Restrictions
on Distributions.
|
|
12.02. Timing
of Distribution Following Retirement or Termination of
Employment.
|
|
12.03. Participant
Consent to Distribution.
|
|
12.04. Required
Commencement of Distribution to
Participants.
|
|
12.05. Required
Commencement of Distribution to
Beneficiaries.
|
|
12.06. Whereabouts
of Participants and
Beneficiaries.
|
|
13.01. Normal
Form of Distribution Under Profit Sharing
Plan.
|
|
13.02. Cash
Out Of Small Accounts.
|
|
13.03. Minimum
Distributions.
|
|
13.04. Direct
Rollovers.
|
|
13.05. Notice
Regarding Timing and Form of
Distribution.
|
|
13.06. Determination
of Method of Distribution.
|
|
13.07. Notice
to Trustee.
|
|
14.01. Special
Definitions.
|
|
14.02. Applicability.
|
|
14.03. Annuity
Form of Payment.
|
|
14.04. "Qualified
Joint and Survivor Annuity" and "Qualified Preretirement Survivor Annuity
Requirements".
|
|
14.05. Waiver
of the "Qualified Joint and Survivor Annuity" and/or "Qualified
Preretirement Survivor Annuity
Rights".
|
|
14.06. Spouse's
Consent to Waiver.
|
|
14.07. Notice
Regarding "Qualified Joint and Survivor
Annuity"
|
|
14.08. Notice
Regarding "Qualified Preretirement Survivor
Annuity"
|
|
14.09. Former
Spouse.
|
|
15.01. Definitions.
|
|
15.02. Application.
|
|
15.03. Minimum
Contribution.
|
|
15.04. Modification
of Allocation Provisions to Meet Minimum Contribution
Requirements.
|
|
15.05. Adjustment
to the Limitation on Contributions and
Benefits.
|
|
15.06. Accelerated
Vesting.
|
|
15.07. Exclusion
of Collectively-Bargained
Employees.
|
|
16.01. Amendments
by the Employer that do Not Affect Prototype
Status.
|
|
16.02. Amendments
by the Employer that Affect Prototype
Status.
|
|
16.03. Amendment
by the Mass Submitter Sponsor and the Prototype
Sponsor..
|
|
16.04. Amendments
Affecting Vested and/or Accrued
Benefits.
|
|
16.05. Retroactive
Amendments.
|
|
16.06. Termination.
|
|
16.07. Distribution
upon Termination of the
Plan.
|
|
16.08. Merger
or Consolidation of Plan; Transfer of Plan
Assets.
|
|
17.01. Amendment
and Continuation of Prior
Plan.
|
|
17.02. Transfer
of Funds from an Existing
Plan.
|
|
17.03. Acceptance
of Assets by Trustee.
|
|
17.04. Transfer
of Assets from Trust.
|
|
18.01. Communication
to Participants.
|
|
18.02. Limitation
of Rights.
|
|
18.03. Nonalienability
of Benefits.
|
|
18.04. Qualified
Domestic Relations Orders
Procedures.
|
|
18.05. Additional
Rules for Paired Plans.
|
|
18.06. Application
of Plan Provisions in Multiple Employer
Plans.
|
|
18.07. Veterans
Reemployment Rights.
|
|
18.08. Facility
of Payment.
|
|
18.09. Information
between Employer and
Trustee.
|
|
18.10. Effect
of Failure to Qualify Under
Code.
|
|
18.11. Directions,
Notices and Disclosure.
|
|
18.12. Governing
Law.
|
|
19.01. Powers
and Responsibilities of the
Administrator.
|
|
19.02. Nondiscriminatory
Exercise of Authority.
|
|
19.03. Claims
and Review Procedures.
|
|
19.04. Named
Fiduciary.
|
|
19.05. Costs
of Administration.
|
|
20.01. Acceptance
of Trust Responsibilities.
|
|
20.02. Establishment
of Trust Fund.
|
|
20.03. Exclusive
Benefit.
|
|
20.04. Powers
of Trustee.
|
|
20.05. Accounts.
|
|
20.06. Approval
of Accounts.
|
|
20.07. Distribution
from Trust Fund.
|
|
20.08. Transfer
of Amounts from Qualified
Plan.
|
|
20.09. Transfer
of Assets from Trust.
|
|
20.10. Separate
Trust or Fund for Existing Plan
Assets.
|
|
20.11. Self-Directed
Brokerage Option.
|
|
20.12. Employer
Stock Investment Option.
|
|
20.13. Voting;
Delivery of Information.
|
|
20.14. Compensation
and Expenses of Trustee.
|
|
20.15. Reliance
by Trustee on Other Persons.
|
|
20.16. Indemnification
by Employer.
|
|
20.17. Consultation
by Trustee with Counsel.
|
|
20.18. Persons
Dealing with the Trustee.
|
|
20.19. Resignation
or Removal of Trustee.
|
|
20.20. Fiscal
Year of the Trust.
|
|
20.21. Discharge
of Duties by Fiduciaries.
|
|
20.22. Amendment.
|
|
20.23. Plan
Termination.
|
|
20.24. Permitted
Reversion of Funds to
Employer.
|
|
20.25. Governing
Law.
|
(a)
|
If
the Beneficiary is not the Participant's spouse, the end of the first
calendar year beginning after the Participant's death;
or
|
(b)
|
If
the Beneficiary is the Participant's spouse, the later of (i) the end of
the first calendar year beginning after the Participant's death or (ii)
the end of the calendar year in which the Participant would have attained
age 70
1/2
.
|
(a)
|
the
Plan is a money purchase pension
plan;
|
(a)
|
The
Employer may amend the Adoption Agreement to make a change or changes in
the provisions previously elected by it. Such amendment may be made either
by (1) completing an amended Adoption Agreement on which the Employer has
indicated the change or changes, or (2) adopting an amendment, executed by
the Employer only, in the form provided by the Prototype Sponsor, that
provides replacement pages to be inserted into the Adoption Agreement,
which pages include the change or changes. Any such amendment must be
filed with the Trustee.
|
(a)
|
The
assets so transferred shall be accompanied by instructions in writing (or
such other medium as may be acceptable to the Trustee) from the Employer
naming the persons for whose benefit such assets have been transferred,
showing separately the respective contributions by the Employer and by
each Inactive Participant, if any, and identifying the assets attributable
to the various contributions. The Trustee shall not transfer assets
hereunder until all applicable filing requirements are met. The Trustee
shall have no further liabilities with respect to assets so
transferred.
|
1.
|
Section
2.01(j), "Compensation," is hereby amended by adding the following
paragraph to the end thereof:
|
2.
|
Section
2.01(l), "Deferral Contribution," is hereby amended by replacing the
period with a semicolon and adding the following to the end
thereof:
|
3.
|
Section
2.01(tt) “Rollover Contribution” is hereby amended as
follows:
|
4.
|
The
existing text of Section 5.03 is hereby redesignated as Section 5.03(a),
and a new Section 5.03(b) is hereby added to read as
follows
|
(b)
|
Catch-up
Contributions
.
|
(1)
|
If
elected by the Employer in Section (a) of the EGTRRA Amendments Addendum
to the Adoption Agreement, all Participants
who are eligible
to make Deferral Contributions under the Plan and who are projected to
attain age 50 before the close of the calendar year shall be eligible to
make catch-up contributions in accordance with, and subject to the
limitations of, Code Section 414(v). Such catch-up contributions shall not
be taken into account for purposes of the provisions of the Plan
implementing the required limitations of Code Sections 402(g) and 415. The
Plan shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of Code Section 401(k)(3), 401(k)(11),
401(k)(12), 410(b), or 416, as applicable, by reason of the making of such
catch-up contributions.
|
(2)
|
Unless
otherwise elected by the Employer in Section (b) of the EGTRRA Amendments
Addendum to the Adoption Agreement, if the Plan permits catch-up
contributions, as described in paragraph (1) above on April 1,
2002, then, notwithstanding anything herein to the contrary,
effective April 1, 2002, the limit on Deferral Contributions, as otherwise
provided in Section 1.07(a)(1) (the “Plan Limit”) shall be 60% of
Compensation for the payroll period in question, provided, however, that
this Section 5.03(b)(2) shall be inapplicable if the Plan’s Section
1.01(g)(2)(B) Amendment Effective Date is after April 1,
2002.
|
(3)
|
In
the event that the Plan Limit is changed during the Plan Year, for
purposes of determining catch-up contributions for the Plan Year, as
described in paragraph (1) above, the Plan Limit shall be determined
pursuant to the time-weighted average method described in Proposed Income
Tax Regulation Section
1.414(v)-1(b)(2)(i).
|
5.
|
Section
5.06 is hereby amended to add the following paragraph to the end
thereof:
|
(a)
|
a
qualified plan described in Code Section 401(a) or 403(a), including
after-tax employee contributions (provided, however, that any such
after-tax employee contributions must be contributed in a direct
rollover);
|
(b)
|
an
annuity contract described in Code Section 403(b), excluding after-tax
employee contributions;
|
(c)
|
an
eligible plan under Code Section 457(b) that is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a
state or political subdivision of a state;
and
|
(d)
|
Participant
Rollover Contributions of the portion of a distribution from an individual
retirement account or annuity described in Code Section 408(a) or 408(b)
that is eligible to be rolled over and would otherwise be includible in
gross income, provided, however, that the Plan will in no event accept a
rollover contribution consisting of nondeductible individual retirement
account or annuity contributions.
|
6.
|
The
first paragraph of Section 6.02 is hereby amended by replacing the first
sentence thereof with the
following:
|
7.
|
Section
6.08 is hereby amended by adding the following sentence to the end
thereof:
|
8.
|
Section
6.12 is hereby amended by adding a new subsection 6.12(e) thereto as
follows:
|
(e)
|
Maximum Annual
Additions for Limitation Years Beginning After December 31,
2001
. Notwithstanding anything herein to the
contrary, this subsection (e) shall be effective for Limitation Years
beginning after December 31, 2001. Except to the extent permitted under
Section 5.03(b)(1) and Code Section 414(v), if applicable, the ‘annual
additions’ that may be contributed or allocated to a Participant's Account
under the Plan for any Limitation Year shall not exceed the lesser
of:
|
(1)
|
$40,000,
as adjusted for increases in the cost-of-living under Code Section 415(d),
or
|
(2)
|
100
percent of the Participant's compensation, within the meaning of Code
Section 415(c)(3), for the Limitation
Year.
|
9.
|
Section
9.04 is hereby amended by replacing the final period in the first
paragraph with a semi-colon and adding the following to the end
thereof:
|
10.
|
Section
10.05(b)(2) is hereby amended by replacing the semicolon with a period and
adding the following to the end
thereof:
|
11.
|
Section
10.05(b)(4) is hereby amended by adding the following phrase to the
beginning thereof:
|
12.
|
The
existing text of Section 11.05 is hereby redesignated as Section 11.05(a),
and a new Section 11.05(b) is hereby added to read as
follows:
|
(b)
|
Vesting
of Matching Employer Contributions
.
Notwithstanding
anything herein to the contrary
,
the vesting schedule elected by the Employer in Section (d)(1) of the
EGTRRA Amendments Addendum to the Adoption Agreement shall apply to all
accrued benefits derived from Matching Employer Contributions for
Participants who complete an Hour of Service in a Plan Year beginning
after December 31, 2001, except as otherwise elected by the Employer in
Section (d)(2) or Section (d)(3) of the EGTRRA Amendments Addendum to the
Adoption Agreement. With respect to Participants covered by a collective
bargaining agreement, the vesting schedule elected in Section (d)(1) of
the EGTRRA Amendments Addendum to the Adoption Agreement shall take effect
on a later date if so elected in Section (d)(2). If so elected in
Section (d)(3) of the EGTRRA Amendments Addendum to the Adoption
Agreement, the vesting schedule elected in Section (d)(1) shall apply only
to the accrued benefits derived from Matching Employer Contributions made
with respect to Plan Years beginning after December 31, 2001 (or such
later date as may be provided in Section (d)(2) for Participants covered
by a collective bargaining
agreement).
|
13.
|
The
existing text of Section 12.01 is hereby redesignated as Section 12.01(a),
current subsections (a), (b), and (c) thereof are redesignated as
paragraphs (1), (2), and (3), respectively, and the first sentence thereof
is replaced with the following:
|
14.
|
Section
12.01 is hereby amended by adding a new subsection (b) to the end
thereof:
|
15.
|
Section
13.04 is hereby amended by adding the following paragraph to the end
thereof:
|
(i)
|
Modification of
definition of eligible retirement plan
. For purposes of
this Section 13.04, an ‘eligible retirement plan’ shall also mean an
annuity contract described in Code Section 403(b) and an eligible deferred
compensation plan under Code Section 457(b) that is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a
state or political subdivision of a state and which agrees to separately
account for amounts transferred into such plan from this Plan. The
definition of ‘eligible retirement plan’ shall also apply in the case of a
distribution to a surviving spouse, or to a spouse or former spouse who is
the alternate payee under a qualified domestic relations order, as defined
in Code Section 414(p).
|
(ii)
|
Modification of
definition of eligible rollover distribution to exclude hardship
distributions
. For purposes of this Section 13.04, any
amount that is distributed on account of hardship shall not be an
‘eligible rollover distribution’ and the ‘distributee’ may not elect to
have any portion of such a distribution paid directly to an ‘eligible
retirement plan.’
|
(iii)
|
Modification of
definition of eligible rollover distribution to include after-tax Employee
Contributions
. For purposes of this Section 13.04, a
portion of a distribution shall not fail to be an "eligible rollover
distribution" merely because the portion consists of after-tax Employee
Contributions which are not includible in gross income. However, such
portion may be transferred only to an individual retirement account or
annuity described in Code Section 408(a) or (b), or to a qualified defined
contribution plan described in Code Section 401(a) or 403(a) that agrees
to separately account for amounts so transferred, including separately
accounting for the portion of such distribution which is includible in
gross income and the portion of such distribution which is not so
includible.
|
16.
|
Article
15 is hereby amended by adding a new Section 15.08 at the end thereof as
follows:
|
(1)
|
Matching
contributions
. Matching Employer Contributions shall be
taken into account for purposes of satisfying the minimum contribution
requirements of Code Section 416(c)(2) and the Plan. The
preceding sentence shall apply with respect to Matching Employer
Contributions under the Plan or, if the Plan provides that the minimum
contribution requirement shall be met in another plan, such other
plan. Matching Employer Contributions that are used to satisfy
the minimum contribution requirements shall be treated as matching
contributions for purposes of the actual contribution percentage test and
other requirements of Code Section
401(m).
|
(2)
|
Contributions under
other plans
. The Employer may provide in the Adoption
Agreement that the minimum benefit requirement shall be met in another
plan (including another plan that consists solely of a cash or deferred
arrangement which meets the requirements of Code Section 401(k)(12) and
matching contributions with respect to which the requirements of Code
Section 401(m)(11) are met).
|
1.1
|
Effective
Date. The provisions of this addendum will apply for purposes
of determining required minimum distributions for calendar years beginning
with the 2003 calendar year.
|
1.2
|
Precedence. The
requirements of this addendum will take precedence over any inconsistent
provisions of the Plan.
|
1.3
|
Requirements
of Treasury Regulations Incorporated. All distributions
required under this addendum will be determined and made in accordance
with the Treasury regulations under section 401(a)(9) of the Internal
Revenue Code.
|
1.4
|
TEFRA
Section 242(b)(2) Elections. Notwithstanding the other
provisions of this addendum, distributions may be made under a designation
made before January 1, 1984, in accordance with section 242(b)(2) of the
Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the
Plan that relate to section 242(b)(2) of
TEFRA.
|
2.1
|
Required
Beginning Date. The Participant’s entire interest will be
distributed, or begin to be distributed, to the Participant no later than
the Participant’s Required Beginning
Date.
|
2.2
|
Death
of Participant Before Distributions Begin. If the Participant
dies before distributions begin, the Participant’s entire interest will be
distributed, or begin to be distributed, no later than as
follows:
|
(a)
|
If
the Participant’s surviving spouse is the Participant’s sole designated
Beneficiary, then, except as otherwise elected under section 6,
distributions to the surviving spouse will begin by December 31 of the
calendar year immediately following the calendar year in which the
Participant died, or by December 31 of the calendar year in which the
Participant would have attained age 70 ½, if
later.
|
(b)
|
If
the Participant’s surviving spouse is not the Participant’s sole
designated Beneficiary, then, except as otherwise elected under section 6,
distributions to the designated Beneficiary will begin by December 31 of
the calendar year immediately following the calendar year in which the
Participant died.
|
(c)
|
If
there is no designated Beneficiary as of September 30 of the year
following the year of the Participant’s death, the Participant’s entire
interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s
death.
|
(d)
|
If
the Participant’s surviving spouse is the Participant’s sole designated
Beneficiary and the surviving spouse dies after the Participant but before
distributions to the surviving spouse begin, this section 2.2, other than
section 2.2(a), will apply as if the surviving spouse were the
Participant.
|
2.3
|
Forms
of Distribution. Unless the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company
or in a single sum on or before the Required Beginning Date, as of the
first distribution calendar year distributions will be made in accordance
with sections 3 and 4 of this addendum. If the Participant’s
interest is distributed in the form of an annuity purchased from an
insurance company, distributions thereunder will be made in accordance
with the requirements of section 401(a)(9) of the Code and the Treasury
regulations.
|
3.1
|
Amount
of Required Minimum Distribution For Each Distribution Calendar
Year. During the Participant’s lifetime, the minimum amount
that will be distributed for each distribution calendar year is the lesser
of:
|
(a)
|
the
quotient obtained by dividing the Participant’s account balance by the
distribution period in the Uniform Lifetime Table set forth in section
1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as
of the Participant’s birthday in the distribution calendar year;
or
|
(b)
|
if
the Participant’s sole designated Beneficiary for the distribution
calendar year is the Participant’s spouse, the quotient obtained by
dividing the Participant’s account balance by the number in the Joint and
Last Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury
regulations, using the Participant’s and spouse’s attained ages as of the
Participant’s and spouse’s birthdays in the distribution calendar
year.
|
3.2
|
Lifetime
Required Minimum Distributions Continue Through Year of Participant’s
Death. Required minimum distributions will be determined under
this section 3 beginning with the first distribution calendar year and up
to and including the distribution calendar year that includes the
Participant’s date of death.
|
4.1
|
Death
On or After Date Distributions
Begin.
|
4.2
|
Death
Before Date Distributions Begin.
|
5.1
|
Designated
Beneficiary. The individual who is the designated Beneficiary,
as such term is defined under section 2.01 of the Plan, and is the
designated Beneficiary under section 401(a)(9) of the Internal Revenue
Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury
regulations.
|
5.2
|
Distribution
calendar year. A calendar year for which a minimum distribution
is required. For distributions beginning before the
Participant’s death, the first distribution calendar year is the calendar
year immediately preceding the calendar year which contains the
Participant’s Required Beginning Date. For distributions
beginning after the Participant’s death, the first distribution calendar
year is the calendar year in which distributions are required to begin
under section 2.2. The required minimum distribution for the
Participant’s first distribution calendar year will be made on or before
the Participant’s Required Beginning Date. The required minimum
distribution for other distribution calendar years, including the required
minimum distribution for the distribution calendar year in which the
Participant’s Required Beginning Date occurs, will be made on or before
December 31 of that distribution calendar
year.
|
5.3
|
Life
expectancy. Life expectancy as computed by use of the Single
Life Table in section 1.401(a)(9)-9 of the Treasury
regulations.
|
5.4
|
Participant’s
account balance. The account balance as of the last valuation
date in the calendar year immediately preceding the distribution calendar
year (valuation calendar year) increased by the amount of any
contributions made and allocated or forfeitures allocated to the account
balance as of dates in the valuation calendar year after the valuation
date and decreased by distributions made in the valuation calendar year
after the valuation date. The account balance for the valuation
calendar year includes any amounts rolled over or transferred to the Plan
either in the valuation calendar year or in the distribution calendar year
if distributed or transferred in the valuation calendar
year.
|
5.5
|
Required
Beginning Date. The Required Beginning Date, as such term is
defined in section 2.01 of the
Plan.
|
(i)
|
two
or more nominees who are both (A) nominees of and endorsed by the Company
and (B) not employees of the Company or any Affiliate at the time of the
election are not elected to serve as directors;
and
|
(ii)
|
any
person not a nominee of, and endorsed by, the Company is elected to serve
as a director of the Company.
|
(i)
|
a
merger, consolidation or reorganization involving the Company, unless the
merger, consolidation or reorganization is a “Non-Control Transaction;”
or
|
(ii)
|
a
transaction pursuant to which all or substantially all of the assets of
the Company are sold or disposed of to any Person (other than a transfer
to a Change in Control Subsidiary).
|
(i)
|
“Voting
Securities” are securities of the Company generally entitled to vote in
the election of directors.
|
(ii)
|
“Person”
is used under this Agreement in the same way as under Section 13(d) and
14(d) of the Exchange Act.
|
(iii)
|
“Beneficial
Ownership” is used in the same way as under Rule 13d-3 promulgated under
the Exchange Act.
|
(iv)
|
A
“Non-Control Acquisition” is an acquisition (A) by an employee benefit
plan maintained by the Company or by a Change in Control Subsidiary; (B)
by the Company or by a Change in Control Subsidiary; or (C) directly from
the Company (1) by an underwriter in connection with an underwritten
public offering or private placement, (2) of non-voting convertible debt
or non-voting convertible preferred stock (until converted into Voting
Securities), or (3) by a Person who, in connection with the acquisition,
(a) enters into a standstill agreement with the Company that has a
duration of at least two years and pursuant to which the Person agrees to
vote the acquired securities on any matter either at the direction of the
Board or in the same proportion as the Company’s other stockholders vote
on the matter and (b) agrees to assume, honor and perform the Company’s
obligations under this Agreement. An acquisition pursuant to
sub-clause (C)(3) will be a Non-Control Acquisition only for so long as
the standstill agreement remains in
effect.
|
(v)
|
“Board”
means the Board of Directors of the
Company.
|
(vi)
|
A
“Change in Control Subsidiary” is a corporation or other Person, a
majority of whose voting power, voting equity securities or equity
interest is owned directly or indirectly by the
Company.
|
(vii)
|
A
“Non-Control Transaction” is a merger, consolidation or reorganization of
the Company where (A) the stockholders of the Company, immediately before
the merger, consolidation or reorganization, own directly or indirectly
immediately after the merger, consolidation or reorganization, at least
sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from the merger, consolidation or
reorganization (the “Surviving Corporation”) in substantially the same
proportion as their ownership of the Voting Securities immediately before
the merger, consolidation or reorganization; (B) the individuals who were
Incumbent Directors immediately before the agreement providing for the
merger, consolidation or reorganization was executed constitute at least
two-thirds of the members of the board of directors of the Surviving
Corporation; and (C) no Person other than (1) the Company, (2) a Change in
Control Subsidiary, or (3) an employee benefit plan maintained by the
Company, the Surviving Corporation or a Change in Control Subsidiary,
acquires Beneficial Ownership of thirty percent (30%) or more of the
combined voting power of the Surviving Corporation’s then outstanding
voting securities.
|
(i)
|
There
is a change in the Executive’s status, title, position or responsibilities
(including reporting responsibilities and, if applicable, membership on
the Board) which represents a material adverse change from those in effect
as of immediately prior to the Change in
Control;
|
(ii)
|
The
Executive is assigned duties or responsibilities that are materially
inconsistent with the Executive’s status, title, position or
responsibilities as of immediately prior to the Change in
Control;
|
(iii)
|
A
material decrease in the Executive’s annual base salary from the rate in
effect as of the date of the Change in Control or as of any date following
the Change in Control, whichever is
greater;
|
(iv)
|
The
offices of the Company or Operating Unit at which the Executive is
principally employed are moved to a location that increases the
Executive’s one-way commute by more than thirty-five (35) miles from the
location of the offices occupied immediately prior to such relocation;
or
|
(v)
|
Any
other action or inaction that constitutes a material breach by the Company
of this Agreement.
|
(i)
|
the
Executive’s target bonus amount for the fiscal year in which the Change in
Control occurs under the Short-Term Incentive Plans (as defined below) in
which the Executive is eligible to participate as of immediately prior to
the Change in Control;
|
(ii)
|
the
Executive’s target bonus amount for the fiscal year in which the
Termination Date occurs under all Short-Term Incentive Plans in which the
Executive is eligible to participate as of immediately prior to the
Termination Date; and
|
(iii)
|
the
highest bonus amount paid or payable to the Executive under all Short-Term
Incentive Plans in respect of any of the three fiscal years preceding the
fiscal year in which the Change in Control occurs (or for such lesser
number of full fiscal years prior to the Change in Control for which the
Executive was eligible to earn such a
bonus).
|
|
(a)
|
Name
of Plan:
|
|
(b)
|
Plan
Status (
Check
one.)
:
|
|
(1)
|
Adoption
Agreement effective date:
12/1/2008
.
|
|
(2)
|
The
Adoption Agreement effective date is
(Check (A) or check and
complete (B))
:
|
|
(A)
|
¨
|
A
new Plan effective date.
|
|
(B)
|
þ
|
An
amendment and restatement of the Plan. The original effective date of the
Plan was:
5/1/2000
.
|
(a) Employer
Name:
|
Cabot
Microelectronics Corporation
|
|
(b)
|
The
term "Employer" includes the following Related
Employer(s)
|
|
(as
defined in Section 2.01(a)(25)) participating in the
Plan:
|
|
(a)
|
þ
The
following Employees are eligible to participate in the Plan
(Check (1) or
(2))
:
|
|
(1)
þ
|
Only
those Employees designated in writing by the Employer, which writing is
hereby incorporated herein.
|
____________________________________________________________
____________________________________________________________
|
|
(b)
|
¨
The
following Directors are eligible to participate in the Plan
(Check (1) or
(2))
:
|
|
(1)
¨
|
Only
those Directors designated in writing by the Employer, which writing is
hereby incorporated herein.
|
|
(2)
¨
All Directors, effective as of the later of the date in 1.01(b) or the
date the Director becomes a
Director.
|
|
(a)
|
¨
Compensation shall be as defined, with respect to Employees, in the
________________
Plan maintained by the Employer:
|
|
(1)
|
¨
|
to
the extent it is in excess of the limit imposed under Code section
401(a)(17).
|
|
(2)
|
¨
|
notwithstanding the
limit imposed under Code section
401(a)(17).
|
|
(b)
|
þ
Compensation shall be as defined in Section 2.01(a)(9) with respect to
Employees
(Check (1),
and/or (2) below, if, and as,
appropriate)
:
|
|
(1)
|
þ
but excluding the
following:
|
|
(2)
|
¨
but excluding
bonuses, except those bonuses listed in the table in Section
1.05(a)(2).
|
|
(c)
|
¨
Compensation shall be as defined in Section 2.01(a)(9)(c) with respect to
Directors, but excluding the
following:
|
|
(a)
|
Deferral
Contributions
(Complete
all that apply):
|
|
(1)
|
¨
|
Deferral
Contributions. Subject to any minimum or maximum deferral
amount
|
Deferral
Contributions
Type
of Compensation
|
Dollar
Amount
|
%
Amount
|
||||||||
Min
|
Max
|
Min
|
Max
|
|||||||
|
(2)
|
¨
|
Deferral
Contributions with respect to Bonus Compensation only. The Employer
requires Participants to enter into a special salary reduction agreement
to make Deferral Contributions with respect to one or more Bonuses,
subject to minimum and maximum deferral limitations, as provided in the
table below.
|
Deferral
Contributions
Type
of Bonus
|
Treated
As
|
Dollar
Amount
|
%
Amount
|
|||
Performance
Based
|
Non-Performance
Based
|
Min
|
Max
|
Min
|
Max
|
|
|
(b)
|
Matching
Contributions
(Choose
(1) or (2) below, and (3) below, as
applicable):
|
|
(1)
|
¨
|
The
Employer shall make a Matching Contribution on behalf of each Employee
Participant in an amount described
below:
|
|
(A)
¨
|
% of the
Employee Participant’s Deferral Contributions for the calendar
year.
|
|
(B)
¨
|
The
amount, if any, declared by the Employer in writing, which writing is
hereby incorporated herein.
|
|
(C)
¨
|
Other:
_____________________________________________________
|
|
(2)
|
¨
|
Matching
Contribution Offset. For each Employee Participant who has made elective
contributions (as defined in 26 CFR section 1.401(k)-6 (“QP Deferrals”))
of the maximum permitted under Code section 402(g), or the maximum
permitted under the terms of the ___________________________ Plan (the
“QP”), to the QP, the Employer shall make a
Matching Contribution in an amount equal to (A) minus (B)
below:
|
|
(A)
|
The
matching contributions (as defined in 26 CFR section 1.401(m)-1(a)(2) (“QP
Match”)) that the Employee Participant would have received under the QP on
the sum of the Deferral Contributions and the Participant’s QP Deferrals,
determined as though—
|
·
|
no
limits otherwise imposed by the tax law applied to such QP match;
and
|
·
|
the
Employee Participant’s Deferral Contributions had been made to the
QP.
|
|
(B)
|
The
QP Match actually made to such Employee Participant under the QP for the
applicable calendar year.
|
|
(A)
¨
Deferral
Contributions in excess of
% of the
Employee Participant’s Compensation for the calendar year shall not be
considered for Matching
Contributions.
|
|
(B)
¨
Matching
Contributions for each Employee Participant for each calendar year shall
be limited to $
.
|
|
(c)
|
Employer
Contributions
|
|
(1)
¨
Fixed
Employer Contributions. The Employer shall make an Employer Contribution
on behalf of each Employee Participant in an amount determined as
described below:
|
____________________________________________________________
____________________________________________________________
|
|
(2)
þ
Discretionary
Employer Contributions. The Employer may make Employer Contributions to
the accounts of Employee Participants in any amount
(which amount may be zero), as determined by the Employer
in its sole discretion from time to time in a writing,
which is hereby incorporated
herein.
|
|
(a)
|
¨
|
Director
Deferral Contributions
|
Deferral
Contributions
Type
of Compensation
|
Dollar
Amount
|
%
Amount
|
||
Min
|
Max
|
Min
|
Max
|
|
|
(1)
¨
Matching
Contributions. The Employer shall make a Matching Contribution on behalf
of each Director Participant in an amount determined as described
below:
|
____________________________________________________________
____________________________________________________________
|
|
(2)
¨
Fixed
Employer Contributions.
The
Employer shall make an Employer Contribution on behalf of each Director
Participant in an amount determined as described
below:
|
____________________________________________________________
____________________________________________________________
|
|
(3)
¨
Discretionary
Employer Contributions. The Employer may make Employer Contributions to
the accounts of Director Participants in any amount (which amount may be
zero), as determined by the Employer in its sole discretion from time to
time, in a writing, which is hereby incorporated
herein.
|
(A) Specified
Date
|
(B) Specified
Age
|
(C) Separation
From Service
|
(D) Earlier
of Separation or Age
|
(E) Earlier
of Separation or Specified Date
|
(F) Disability
|
(G) Change
in Control
|
(H) Death
|
|
Deferral
Contribution
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
|
¨
Lump
Sum
¨
Installments
|
Matching
Contributions
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
|
¨
Lump
Sum
¨
Installments
|
Employer
Contributions
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
|
¨
Lump
Sum
¨
Installments
|
|
(2)
|
¨
|
A
Participant incurs a Disability when the Participant
(Check at least one if Section
1.07(a)(1)(F) or if Section 1.08(e)(3) is
elected)
:
|
(A)
|
¨
|
is
unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of
not less than 12 months.
|
|
(B)
|
¨
|
is,
by reason of any medically determinable physical or mental impairment that
can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than 3 months under an accident and
health plan covering employees of the Employer.
|
|
(C)
|
¨
|
is
determined to be totally disabled by the Social Security Administration or
the Railroad Retirement Board.
|
|
(D)
|
¨
|
is
determined to be disabled pursuant to the following disability insurance
program:
the definition of
disability under which complies with the requirements in regulations under
Code section 409A.
|
|
(3)
|
þ
Regardless
of any payment trigger and, as applicable, payment method, to which the
Participant would otherwise be subject pursuant to (1) above, the first to
occur of the following Plan-level payment triggers will cause payment to
the Participant commencing pursuant to Section 1.07(c)(1) below in a lump
sum, provided such Plan-level payment trigger occurs prior to the payment
trigger to which the Participant would otherwise be
subject.
|
Payment
Trigger
|
|||
(A)
|
¨
|
Separation
from Service prior
to: ________________________________________
|
|
(B)
|
þ
|
Separation
from Service
|
|
(C)
|
¨
|
Death
|
|
(D)
|
¨
|
Change
in Control
|
(1)
¨
|
shall
|
|
(2)
þ
|
shall
not
|
|
(c)
|
Commencement
of Distributions
|
|
(1)
|
Each
lump sum distribution and the first distribution in a series of
installment payments (if applicable) shall commence as elected in (A), (B)
or (C) below:
|
(A)
þ
|
Monthly
on the
1
st
day of the month which day next follows the applicable triggering event
described in 1.07(a).
|
|
(B)
¨
|
Quarterly
on the _____ day of the following months ____________, ______________,
_______________, or____________ (list one month in each calendar quarter)
which day next follows the applicable triggering event described in
1.07(a).
|
|
(C)
¨
|
Annually
on the _____ day of ____________ (month) which day next follows the
applicable triggering event described in
1.07(a).
|
|
(2)
|
The
commencement of distributions pursuant to the events elected in Section
1.07(a)(1) and Section 1.07(a)(3) shall be modified by application of the
following:
|
(A)
¨
|
Separation
from Service Event Delay – Separation from Service will be treated as not
having occurred for
months after the
date of such event.
|
|
(B)
¨
|
Plan
Level Delay – all distribution events (other than those based on Specified
Date or Specified Age) will be treated as not having occurred for _____
days (insert number of days but not more than 30).
|
(A)
¨
|
Monthly
commencing on the day elected in Section 1.07(c)(1).
|
|
(B)
¨
|
Quarterly
commencing on the day elected in Section1.07(c)(1) (with payments made at
three-month intervals thereafter).
|
|
(C)
¨
|
Annually
commencing on the day elected in Section
1.07(c)(1).
|
|
(2)
|
over
the following term(s)
(Complete either (A) or
(B))
:
|
|
(A)
¨
|
Any
term of whole years between ____ (minimum of 1) and
____ (maximum of 30).
|
¨
1
|
¨
2
|
¨
3
|
¨
4
|
¨
5
|
¨
6
|
¨
7
|
¨
8
|
¨
9
|
¨
10
|
¨
11
|
¨
12
|
¨
13
|
¨
14
|
¨
15
|
¨
16
|
¨
17
|
¨
18
|
¨
19
|
¨
20
|
¨
21
|
¨
22
|
¨
23
|
¨
24
|
¨
25
|
¨
26
|
¨
27
|
¨
28
|
¨
29
|
¨
30
|
¨
|
Notwithstanding
anything herein to the contrary , if the Participant’s vested Account at
the time such Account becomes payable to him hereunder does not exceed $
distribution of the
Participant’s vested Account shall automatically be made in the form of a
single lump sum at the time prescribed in Section 1.07(c)(1).
|
|
(f)
|
Distribution
Rules Applicable to Pre-effective Date
Accruals
|
¨
|
Benefits
accrued under the Plan (subject to Code section 409A) prior to the date in
Section 1.01(b)(1) above are subject to distribution rules not described
in Section 1.07(a) through (e), and such rules are described in
Attachment A Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION
RULES.
|
|
(a)
|
(1)
|
The
Participant’s vested percentage in Matching Contributions elected in
Section 1.05(b)
|
Years of Service
|
Vesting %
|
1
|
100
|
|
(1)
¨
|
for
new plans, service prior to the Effective Date as defined in Section
1.01(b)(2)(A).
|
|
(2)
¨
|
for
existing plans converting from another plan document, service prior to the
original Effective Date as defined in Section
1.01(b)(2)(B).
|
|
(d)
|
¨
|
Notwithstanding
anything to the contrary herein, a Participant will forfeit his
Matching
|
____________________________________________________________
____________________________________________________________
|
|
(e)
|
A
Participant will be 100% vested in his Matching Contributions and Employer
Contributions upon
(Check the appropriate
box(es))
:
|
|
(3)
¨
|
The
date on which the Participant becomes disabled, as determined under
Section 1.07(a)(2).
|
|
(f)
|
¨
|
Years
of Service in Section 1.08 (a)(1) and Section 1.08 (b)(1) shall include
service with the following
employers:
|
|
þ
|
The Employer has completed the
Superseding Provisions Addendum to reflect the provisions of the Plan that
supersede provisions of this Adoption Agreement and/or the Basic Plan
Document.
|
Plan
Name:
|
Cabot
Microelectronics Corporation Supplemental Employee Retirement Plan (the
“Plan”)
|
Employer:
|
Cabot
Microelectronics Corporation
|
Section
Amended
|
Effective
Date
|
|
Employer:
|
|
By:
|
|
Title:
|
|
Date:
|
Plan
Name:
|
Cabot
Microelectronics Corporation Supplemental Employee Retirement Plan (the
“Plan”)
|
Employer:
|
Cabot
Microelectronics Corporation
|
Section
Amended
|
Effective
Date
|
|
Employer:
|
|
By:
|
|
Title:
|
|
Date:
|
|
ATTACHMENT
A
|
|
Re: PRE
EFFECTIVE DATE ACCRUAL DISTRIBUTION
RULES
|
Plan
Name:
|
Cabot
Microelectronics Corporation Supplemental Employee Retirement Plan (the
“Plan”)
|
Plan
Name:
|
Cabot
Microelectronics Corporation Supplemental Employee Retirement Plan (the
“Plan”)
|
(a)
|
Superseding
Provision(s) – The following provisions supersede other provisions of this
Adoption Agreement and/or the Basic Plan Document as described
below:
|
|
"17.
|
Section
409A of the Code. This offer letter is intended to comply with
Code Section 409A and the interpretive guidance thereunder, including the
exceptions for separation pay arrangements, short-term deferrals,
reimbursements, and in-kind distributions, and shall be administered
accordingly. The offer letter shall be construed and
interpreted in accordance with such
intent.
|
WILLIAM
P. NOGLOWS
|
CABOT
MICROELECTRONICS CORPORATION
|
|
"17.
|
Section
409A of the Code. This offer letter is intended to comply with
Code Section 409A and the interpretive guidance thereunder, including the
exceptions for separation pay arrangements, short-term deferrals,
reimbursements, and in-kind distributions, and shall be administered
accordingly. The offer letter shall be construed and
interpreted in accordance with such
intent.
|
CLIFFORD
L. SPIRO
|
CABOT
MICROELECTRONICS CORPORATION
|
|
(1) "Account"
means an account established on the books of the Employer for the purpose
of recording amounts credited to a Participant and any income, expenses,
gains, or losses attributable
thereto.
|
(2)
|
“Active
Participant” means a Participant who is eligible to accrue benefits under
a plan (other than earnings on amounts previously deferred) within the
24-month period ending on the date the Participant becomes a Participant
under Section 3.01. Notwithstanding the above, however, a
Participant is not an Active Participant if he has been paid all amounts
deferred under the plan, provided that he was, on and before the date of
the last payment, ineligible to continue or to elect to continue to
participate in the plan for periods after such last payment (other than
through an election of a different time and form of payment with respect
to the amounts paid).
|
(A)
|
For
purposes of Section 4.01(d), as used in the first paragraph of the
definition of “Active Participant” above, “plan” means an account balance
plan (or portion thereof) of the Employer or a Related Employer subject to
Code section 409A pursuant to which the Participant is eligible to accrue
benefits only if the Participant elects to defer compensation thereunder,
and the “date the Participant becomes a Participant under Section 3.01”
refers only to the date the Participant becomes a Participant with respect
to Deferral Contributions.
|
(B)
|
For
purposes of Section 8.01(a)(2), as used in the first paragraph of the
definition of “Active Participant” above, “plan” means an account balance
plan (or portion thereof) of the Employer or a Related Employer subject to
Code section 409A pursuant to which the Participant is eligible to accrue
benefits without any election by the Participant to defer compensation
thereunder, and the “date the Participant becomes a Participant under
Section 3.01” refers only to the date the Participant becomes a
Participant with respect to Matching or Employer
Contributions.
|
|
(3) "Administrator"
means the Employer adopting this Plan (but excluding Related Employers) or
other person designated by the Employer in Section
1.01(c).
|
|
(4) "Adoption
Agreement" means Article 1, under which the Employer establishes and
adopts or amends the Plan and selects certain provisions of the
Plan. The provisions of the Adoption Agreement are an integral
part of the Plan.
|
|
(5) "Beneficiary"
means the person or persons entitled under Section 7.02 to receive
benefits under the Plan upon the death of a
Participant.
|
|
(6) “Bonus”
means any Performance-based Bonus or any Non-performance-based Bonus as
listed and identified in the table in Section 1.05(a)(2)
hereof.
|
|
(7) “Change
in Control” means a change in control with respect to the applicable
corporation, as defined in 26 CFR section 1.409A-3(i)(5). For
purposes of this definition “applicable corporation”
means:
|
(A)
|
The
corporation for which the Participant is performing services at the time
of the change in control event;
|
(B)
|
The
corporation(s) liable for payment hereunder (but only if either the
accrued benefit hereunder is attributable to the performance of service by
the Participant for such corporation(s) or there is a bona fide business
purpose for such corporation(s) to be liable for such payment and, in
either case, no significant purpose of making such corporation(s) liable
for such benefit is the avoidance of Federal income tax);
or
|
(C)
|
A
corporate majority shareholder of one of the corporations described in (A)
or (B) above or any corporation in a chain of corporations in which each
corporation is a majority shareholder of another corporation in the chain,
ending in a corporation identified in (A) or (B)
above.
|
|
(8) "Code"
means the Internal Revenue Code of 1986, as amended from time to
time.
|
|
(9) "Compensation"
means for purposes of Article 4:
|
|
(A) If
the Employer elects Section 1.04(a), such term as defined in such Section
1.04(a).
|
(B)
|
If
the Employer elects Section 1.04(b), wages as defined in Code section
3401(a) and all other payments of compensation to an Employee by the
Employer (in the course of the Employer’s trade or business) for which the
Employer is required to furnish the Employee a written statement under
Code sections 6041(d) and 6051(a)(3), excluding any items elected by the
Employer in Section 1.04(b), reimbursements or other expense allowances,
fringe benefits (cash and non-cash), moving expenses, deferred
compensation and welfare benefits, but including amounts that are not
includable in the gross income of the Employee under a salary reduction
agreement by reason of the application of Code section 125, 132(f)(4),
402(e)(3), 402(h) or 403(b). Compensation shall be determined
without regard to any rules under Code section 3401(a) that limit the
remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for
agricultural labor in Code section
3401(a)(2)).
|
(C)
|
If
the Employer elects Section 1.04(c), any and all monetary remuneration
paid to the Director by the Employer, including, but not limited to,
meeting fees and annual retainers, and excluding items listed in Section
1.04(c).
|
|
(11) “Director”
means a person, other than an Employee, who is elected or appointed as a
member of the board of directors of the Employer, with respect to a
corporation, or to an analogous position with respect to an entity that is
not a corporation.
|
|
(13) "Employee"
means any employee of the Employer.
|
|
(14) "Employer"
means the employer named in Section 1.02(a) and any Related Employers
listed in Section 1.02(b).
|
|
(17) "ERISA"
means the Employee Retirement Income Security Act of 1974, as from time to
time amended.
|
|
(18) “Inactive
Participant” means a Participant who is not an Employee or
Director.
|
3.02.
|
Participation
following a Change in
Status
.
|
4.
|
01
Deferral
Contributions
.
If elected
by the Employer pursuant to Section 1.05(a) and/or 1.06(a), a Participant
described in such applicable Section may elect to reduce his Compensation
by a specified percentage or dollar amount. The Employer shall
credit an amount to the Participant’s Account equal to the amount of such
reduction. Except as otherwise provided in this Section 4.01,
such election shall be effective to defer Compensation relating to all
services performed in the calendar year beginning after the calendar year
in which the Participant executes the election. Under no
circumstances may a salary reduction agreement be adopted
retroactively. If the Employer has elected to apply Section
1.05(a)(2), no amount will be deducted from Bonuses unless the Participant
has made a separate deferral election applicable to such
Bonuses. A Participant’s election to defer Compensation may be
changed at any time before the last permissible date for making such
election, at which time such election becomes
irrevocable. Notwithstanding anything herein to the contrary,
the conditions under which a Participant may make a deferral election as
provided in the applicable salary reduction agreement are hereby
incorporated herein and supersede any otherwise inconsistent Plan
provision.
|
(a)
|
Performance
Based Bonus
.
With
respect to a Performance-based Bonus, a separate election made pursuant to
Section 1.05(a)(2) will be effective to defer such Bonus if made no later
than 6 months before the end of the period during which the services on
which such Performance-based Bonus is based are
performed.
|
(b)
|
Fiscal
Year Bonus
.
With respect to a Bonus relating to a period of service coextensive
with one or more consecutive fiscal years of the Employer, of which no
amount is paid or payable during the service period, a separate election
pursuant to Section 1.05(a)(2) will be effective to defer such Bonus if
made no later than the close of the Employer’s fiscal year next preceding
the first fiscal year in which the Participant performs any services for
which such Bonus is payable.
|
(c)
|
Cancellation of Salary
Reduction Agreement
.
|
(d)
|
Initial
Deferral Election
.
Notwithstanding
the above, if the Participant is not an Active Participant, the
Participant may make an election to defer Compensation within 30 days
after the Participant becomes a Participant, which election shall be
effective with respect to Compensation payable for services performed
during the calendar year (or other deferral period described in (a) or (b)
above, as applicable) and after the date of such election. For
Compensation that is earned based upon a specified performance period
(e.g., an annual bonus) an election pursuant to this subsection (d) will
be effective to defer an amount equal to the total amount of the
Compensation for the performance period multiplied by the ratio of the
number of days remaining in the performance period after the election over
the total number of days in the performance
period.
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|
(a)
General.
If
provided by the Employer in Section 1.08, and subject to Section
1.08(e)(2), if a Participant has a Separation from Service, he will be
entitled to a benefit equal to (i) the vested percentage(s) of the value
of the Matching and Employer Contributions credited to his Account, as
adjusted for income, expense, gain, or loss, such percentage(s) determined
in accordance with the vesting schedule(s) and methodology selected by the
Employer in Section 1.08, and (ii) the value of the Deferral Contributions
to his Account as adjusted for income, expense, gain, or
loss. The amount payable under this Section 7.03 will be
distributed in accordance with Article
8.
|
|
(b)
Elapsed
Time Vesting.
Unless otherwise provided by the
Employer in Section 1.08, vesting shall be determined based on the elapsed
time method. For purposes of the elapsed time method, "Years of
Service" means, with respect to any Participant or Inactive Participant,
the number of whole years of his periods of service with the Employer and
any Related Employers (as defined in Section 2.01(a)(26)(A)), subject to
any exclusion elected by the Employer in Section 1.08(c). A
Participant or Inactive Participant will receive credit for the aggregate
of all time period(s) commencing with his Employment Commencement Date and
ending on the date a break in service begins, unless any such years are
excluded by Section 1.08(c). A Participant or Inactive
Participant will also receive credit for any period of severance of less
than 12 consecutive months. Fractional periods of a year will
be expressed in terms of days.
|
|
(c)
Class
Year Vesting.
If provided by the Employer in Section
1.08, a Participant’s or Inactive Participant’s vested percentage in the
Matching Contributions and/or Employer Contributions portion(s) of his
Account shall be determined pursuant to the class year
method. Pursuant to such method, amounts attributable to the
applicable contribution types are assigned to “class years” established in
the records of the Plan. Such class years are years (calendar
or non-calendar) to which the contribution is assigned by the
Administrator, as described in the Service Agreement between the Trustee
and the Employer. The Participant’s or Inactive Participant’s
vested percentage in amounts attributable to a particular contribution is
determined from the beginning of the applicable class year to the date the
Participant or Inactive Participant incurs a Separation from
Service. For purposes of the class year method, a Participant
or Inactive Participant is credited with a Year of Service on the first
day of each such class year.
|
(a)
|
Events
triggering the distribution of benefits and the form of such distributions
are described in Section 1.07(a), pursuant to the Employer’s election
and/or the Participant’s election, as
applicable.
|
(1)
|
With
respect to the form and time of distribution of amounts attributable to a
Deferral Contribution, a Participant election must be made no later than
the time by which the Participant must elect to make a Deferral
Contribution, as described in Section
4.01.
|
(2)
|
With
respect to the form and time of distribution of amounts attributable to
Matching or Employer Contributions, a Participant election must be made no
later than the time by which a Participant would be required to make a
Deferral Contribution as described in Section 4.01 with respect to the
calendar year for which the Matching and/or Employer Contributions are
credited. For purposes of applying Section 4.01(d) “Active
Participant” shall have the meaning assigned in Section
2.01(a)(2)(B).
|
(3)
|
Notwithstanding
anything herein to the contrary, an election choosing a distribution
trigger and payment method pursuant to Section 1.07(a)(1) will only be
effective with respect to amounts attributable to contributions credited
to the Participant’s Account for the calendar year (or other deferral
period described in 4.01(a) or (b)) to which such election
relates. Amounts attributable to contributions credited to a
Participant's account prior to the effective date of any new election will
not be affected and will be paid in accordance with the otherwise
applicable election.
|
|
(b)
|
If
the Employer elects to permit a distribution election change pursuant to
Section 1.07(b), then any such distribution election change must satisfy
(1) through (3) below:
|
|
(1) Such
election may not take effect until at least 12 months after the date on
which such election is made.
|
|
(2) In
the case of an election related to a payment not on account of Disability,
death or the occurrence of an Unforeseeable Emergency, the payment with
respect to which such election is made must be deferred for a period of
not less than five years from the date such payment would otherwise have
been paid (or in the case of installment payments, five years from the
date the first amount was scheduled to be
paid).
|
|
(3) Any
election related to a payment at a specified time or pursuant to a fixed
schedule may not be made less than 12 months prior to the date the payment
is scheduled to be paid (or in the case of installment payments, 12 months
prior to the date the first amount was scheduled to be
paid).
|
|
(c) A
Participant’s entitlement to installments will not be treated as an
entitlement to a series of separate
payments.
|
|
(d) If
the Plan does not provide for Plan-level payment triggers pursuant to
Section 1.07(a)(3), and the Participant does not designate in the manner
prescribed by the Administrator the method of distribution, and/or the
distribution trigger (if and as required), such method of distribution
shall be a lump sum at Separation from
Service.
|
|
(e) Notwithstanding
anything herein to the contrary, with respect to any Specified Employee,
if the applicable payment trigger is Separation from Service, then payment
shall not commence before the date that is six months after the date of
Separation from Service (or, if earlier, the date of death of the
Specified Employee, pursuant to Section 7.02). Payments to
which a Specified Employee would otherwise be entitled during the first
six months following the date of Separation from Service are delayed by
six months.
|
|
(f) Notwithstanding
anything herein to the contrary, the Administrator may, in its discretion,
automatically pay out a Participant’s vested Account in a lump sum,
provided that such payment satisfies the requirements in (1) through (3)
below:
|
(1)
|
Such
payment results in the termination and liquidation of the entirety of the
Participant’s interest under the plan (as defined in 26 CFR section
1.409A-1(c)(2)), including all agreements, methods, programs, or other
arrangements with respect to which deferrals of compensation are treated
as having been deferred under a single nonqualified deferred compensation
plan under 26 CFR section
1.409A-1(c)(2);
|
(2)
|
Such
payment is not greater than the applicable dollar amount under Code
section 402(g)(1)(B); and
|
(3)
|
Such
exercise of Administrator discretion is evidenced in writing no later than
the date of such payment.
|
|
(g) Notwithstanding
anything herein to the contrary, the Administrator may, in its discretion,
delay a payment otherwise required hereunder to a date after the
designated payment date due to any of the circumstances described in (1)
through (4) below, provided that the Administrator treats all payments to
similarly situated Participants on a reasonably consistent
basis.
|
(1)
|
In
the event the Administrator reasonably anticipates that, if the payment
were made as scheduled, the Employer’s deduction with respect to such
payment would not be permitted due to the application of Code section
162(m), provided the delay complies with the conditions in 26 CFR section
1.409A-2(b)(7)(i).
|
(2)
|
In
the event the Administrator reasonably anticipates that the making of such
payment will violate Federal securities laws or other applicable law,
provided the delay complies with the conditions in 26 CFR section
1.409A-2(b)(7)(ii).
|
(3)
|
Upon
such other events and conditions as the Commissioner of the Internal
Revenue Service may prescribe in generally applicable guidance published
in the Internal Revenue Bulletin.
|
(4)
|
Upon
a change in control event, provided the delay complies with conditions in
26 CFR section 1.409A-3(i)(5)(iv).
|
|
(h) Notwithstanding
anything herein to the contrary, the Administrator may provide an election
to change the time or form of a payment hereunder to satisfy the
requirements of the Uniformed Services Employment and Reemployment Rights
Act of 1994, as amended, 38 USC sections 4301 through
4344.
|
10.05.
|
Plan
Records
.
The
Administrator shall maintain the records of the Plan on a calendar-year
basis.
|
We
hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No.’s 333-34272, 333-34270, 333-82680 and
333-123692) of Cabot Microelectronics Corporation of our report dated
November 25, 2008, relating to the financial statements, financial
statement schedule, and the effectiveness of internal control over
financial reporting , which appears in this Form
10-K.
|
1.
|
I
have reviewed this annual report on Form 10-K of Cabot Microelectronics
Corporation;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
(a) |
D
esigned such disclosure
controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the
period in which this report is being
prepared;
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
(c)
|
E
valuated the
effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation;
and
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s fourth fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of registrant’s board of
directors:
|
(a)
|
A
ll significant
deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize
and report financial information;
and
|
(b)
|
A
ny fraud, whether or not
material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial
reporting.
|
1.
|
I
have reviewed this annual report on Form 10-K of Cabot Microelectronics
Corporation;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
(a) |
D
esigned such disclosure
controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the
period in which this report is being
prepared;
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
(c)
|
E
valuated the
effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation;
and
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s fourth fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of registrant’s board of
directors:
|
(a)
|
A
ll significant
deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize
and report financial information;
and
|
(b)
|
A
ny fraud, whether or not
material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial
reporting.
|