exhibit10_15.htm


    Exhibit
10.15

    


    Cabot Microelectronics
Corporation

    2007 Employee Stock Purchase
Plan

    (as Amended and Restated
January 19, 2009)

    


    


    


     

    ARTICLE
I

    INTRODUCTION

     

     

    
      	
              1.01  

            	
              Purpose.  The
      purpose of the Cabot Microelectronics Corporation Employee Stock Purchase
      Plan (the “Plan”) is to provide employees of Cabot Microelectronics
      Corporation (the “Company”) and its Designated Subsidiary Corporations
      with an opportunity to purchase Common Stock of the Company through
      accumulated payroll deductions.

            


    

     

     

    
      	
              1.02  

            	
              Rules of
      Interpretation.  It is the intention of the Company to
      have the Plan qualify as an “employee stock purchase plan” under Section
      423 of the Internal Revenue Code of 1986, as amended (the “Code”), and the
      provisions of the Plan, accordingly, shall be construed so as to extend
      and limit participation in a manner consistent with the requirements of
      that section of the Code; provided, however, that the Committee shall have
      the discretion to cause the options granted in one or more Offering
      Periods under the Plan to be options to which Section 423 of the Code does
      not apply.

            


    

     

    


    ARTICLE
II

    DEFINITIONS

     

     

    
      	
              2.01  

            	
              “Board” shall
      mean the Board of Directors of the
Company.

            


    

     

     

    
      	
              2.02  

            	
              “Change in
      Capitalization” shall mean any increase or reduction in the number
      of shares of Common Stock, or any change (including, but not limited to,
      in the case of a spin-off, dividend or other distribution in respect of
      shares of Common Stock, a change in value) in the shares of Common Stock
      or exchange of shares of Common Stock for a different number or kind of
      shares, other equity interests or other property of the Company or another
      entity, by reason of a reclassification, recapitalization, merger,
      consolidation, reorganization, spin-off, split-up, issuance of warrants or
      rights or debentures, stock dividend, stock split or reverse stock split,
      cash dividend, property dividend, combination or exchange of shares,
      repurchase of shares, change in corporate structure or
      otherwise.

            


    

     

     

    
      	
              2.03  

            	
              “Change in
      Control” shall be as defined in Appendix
  A.

            


    

     

     

    
      	
              2.04  

            	
              “Code” shall
      mean the Internal Revenue Code of 1986, as
  amended.

            


    

     

     

    
      	
              2.05  

            	
              ”Common Stock”
      shall mean the Common Stock of the
Company.

            


    

     

     

    
      	
              2.06  

            	
              “Company” shall
      mean Cabot Microelectronics Corporation, a Delaware
      corporation.

            


    

     

     

    
      	
              2.07  

            	
              “Compensation”
      shall mean the gross cash compensation (including base salary, shift
      premium, overtime earnings and cash bonuses exclusive of relocation and
      sign-on bonuses) paid by the Company or a Designated Subsidiary
      Corporation in accordance with the terms of employment, but excluding all
      bonus payments, expense allowances and compensation paid in a form other
      than cash.

            


    

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
              2.08  

            	
              “Committee”
      shall mean the committee described in Article
  XI.

            


    

     

     

    
      	
              2.09  

            	
              “Designated Subsidiary
      Corporation” shall mean any Subsidiary of the Company which has
      been designated by the Committee from time to time in its sole discretion
      as eligible to participate in the
Plan.

            


    

     

     

    
      	
              2.10  

            	
              “Employee” shall
      mean any individual who is a common law employee of the Company or a
      Designated Subsidiary Corporation for tax purposes whose customary
      employment with the Company is at least twenty (20) hours per week and
      more than five (5) months in any calendar
year.

            


    

     

     

    
      	
              2.11  

            	
              “Enrollment
      Date” shall mean the first day of each Offering
    Period.

            


    

     

     

    
      	
              2.12  

            	
              “Exercise Date”
      shall mean the last day of each Offering
Period.

            


    

     

     

    
      	
              2.13  

            	
              “Fair Market
      Value” shall mean, as of any date, the value of a share of Common
      Stock determined as follows:

            


    

     

     

    
      	
              2.13.1  

            	
              If
      the Common Stock is listed on any established stock exchange or a national
      market system, including without limitation the Nasdaq National Market or
      The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market
      Value shall be the closing sales price for a share of Common Stock (or the
      closing bid, if no sales were reported) as quoted on such exchange or
      system on the date of such determination, as reported in The Wall Street Journal
      or such other source as the Committee deems reliable,
  or

            


    

     

     

    
      	
              2.13.2  

            	
              If
      the Common Stock is regularly quoted by a recognized securities dealer but
      selling prices are not reported, its Fair Market Value shall be the mean
      of the closing bid and asked prices for a share of the Common Stock on the
      date of such determination, as reported in The Wall Street Journal
      or such other source as the Committee deems reliable,
  or

            


    

     

     

    
      	
              2.13.3  

            	
              In
      the absence of an established market for the Common Stock, the Fair Market
      Value of a share thereof shall be determined in good faith by the
      Committee.

            


    

     

     

    
      	
              2.14  

            	
              “Offering
      Period” shall mean a period of approximately six (6) months
      commencing on the first Trading Day on or after January 1st
      and terminating on the last Trading Day in the period ending the following
      June 30th,
      or commencing on the first Trading Day on or after July 1st
      and terminating on the last Trading Day in the period ending the following
      December 31st,
      provided, however, that the first Offering Period under the Plan shall
      commence on the first date on which quotations are available for the
      Common Stock on any established stock exchange or a national market system
      and shall end on a Trading Day selected by the Committee consistent with
      Section 423 of the Code.  The duration of Offering Periods may
      be changed pursuant to Sections 13.05 and
13.06.

            


    

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              2.15  

            	
              “Plan
      Representative” shall mean any person designated from time to time
      by the Committee to receive certain notices and take certain other
      administrative actions relating to participation in the
    Plan.

            


    

     

     

    
      	
              2.16  

            	
              “Plan” shall
      mean the Cabot Microelectronics Corporation Employee Stock Purchase
      Plan.

            


    

     

     

    
      	
              2.17  

            	
              "Prior Plan"
      shall mean the Cabot Microelectronics Corporation Employee Stock Purchase
      Plan, effective March 24, 2000.

            


    

     

     

    
      	
              2.18  

            	
              “Purchase Price”
      shall mean an amount set by the Committee, but not less than the lesser of
      85% of the Fair Market Value of a share of Common Stock on the Enrollment
      Date or on the Exercise Date, whichever is lower; provided, however, that
      the Purchase Price may be adjusted by the Board pursuant to Section
      13.06.

            


    

     

     

    
      	
              2.19  

            	
              “Subsidiary”
      shall mean a corporation, domestic or foreign, of which not less than 50%
      of the voting shares are held by the Company or a Subsidiary, whether or
      not such corporation now exists or is hereafter organized or acquired by
      the Company or a Subsidiary.

            


    

     

     

    
      	
              2.20  

            	
              “Trading Day”
      shall mean a day on which national stock exchanges and the Nasdaq System
      are open for trading.

            


    

     

    


    
      	
               
      

            	
              ARTICLE
      III

            


    

    
      	
               
      

            	
              ELIGIBILITY
      AND PARTICIPATION

            


    

    


     

    
      	
              3.01  

            	
              Eligibility.  Each
      Employee on an Enrollment Date of an Offering Period shall be eligible to
      participate in such Offering Period.  Persons who are not
      Employees shall not be eligible to participate in such Offering
      Period.  Employees of Cabot Corporation and its subsidiaries,
      other than the Company and its Designated Subsidiary Corporations, are not
      eligible to participate in the
Plan.

            


    

     

     

    
      	
              3.02  

            	
              Restrictions on
      Participation.  Notwithstanding any provision of the Plan
      to the contrary, no Employee shall be granted an option to purchase shares
      of Common Stock under the Plan:

            


    

     

     

    
      	
              3.02.1  

            	
              If,
      immediately after the grant, such Employee would own stock and/or hold
      outstanding options to purchase stock possessing 5% or more of the total
      combined voting power or value of all classes of stock of the Company (for
      purposes of this paragraph, the rules of Section 424(d) of the Code shall
      apply in determining stock ownership of any Employee);
  or

            


    

     

     

    
      	
              3.02.2  

            	
              If
      such Employee’s rights to purchase stock under all employee stock purchase
      plans of the Company accrue at a rate which exceeds $25,000 of Fair Market
      Value of the stock (determined at the time such option is granted) for
      each calendar year in which such option is outstanding at any
      time.

            


    

     

     

    
      	
              3.03  

            	
              Commencement of
      Participation.  An Employee may become a participant by
      completing an authorization for payroll deductions on the form provided by
      the Company and filing the completed form with the Plan Representative on
      or before the filing date set therefor by the Committee, which date shall
      be prior to the next Enrollment Date.  Payroll deductions for a
      participant shall commence on the next following Enrollment Date after the
      Employee’s authorization for payroll deductions becomes effective and
      shall continue until termination of the Plan, the participant’s earlier
      termination of participation in the Plan, or the participant’s change in
      payroll deductions pursuant to Section 5.03.  Each participant
      in the Plan shall be deemed to continue participation until termination of
      the Plan or such participant’s earlier termination of participation in the
      Plan pursuant to Article VIII
below.

            


    

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              ARTICLE
      IV

            


    

    
      	
               
      

            	
              STOCK
      SUBJECT TO THE PLAN AND OFFERINGS

            


    

     

    
      	
              4.01  

            	
              Stock Subject to the
      Plan.  Subject to the provisions of Section 13.03 of the
      Plan, the Board shall reserve for issuance under the Plan an amount equal
      to the sum of (i) five hundred thousand (500,000) shares of the Company’s
      Common Stock, and (ii) the number of shares of the Company’s Common Stock
      previously reserved for issuance under the Prior Plan but not issued
      before the adoption of this Plan, which shares shall be authorized but
      unissued shares of Common Stock, treasury shares, or shares of Common
      Stock purchased by the Company or the Plan on an established stock
      exchange or a national market
system.

            


    

     

     

    
      	
              4.02  

            	
              Offerings.  The
      Plan will be implemented by two annual offerings of the Company’s Common
      Stock each calendar year.  Each offering will be outstanding
      during the applicable Offering
Period.

            


    

     

    


    
      	
               
      

            	
              ARTICLE
      V

            


    

    
      	
               
      

            	
              PAYROLL
      DEDUCTIONS

            


    

     

    
      	
              5.01  

            	
              Amount of
      Deduction.  The form described in Section 3.03 will
      permit a participant to elect payroll deductions of any whole percentage
      from one percent (1%) through ten percent (10%), or any whole dollar
      amount that equates to from one percent (1%) through ten percent (10%), of
      such participant’s Compensation for each pay period during an Offering
      Period.

            


    

     

     

    
      	
              5.02  

            	
              Participant’s
      Account.  All payroll deductions made for a participant
      shall be credited to an account established for such participant under the
      Plan.  A participant may not make any separate cash payment into
      such account.

            


    

     

     

    
      	
              5.03  

            	
              Changes in Payroll
      Deductions.  A participant may reduce or increase future
      payroll deductions (within the limits described in Section 5.01) by filing
      with the Plan Representative a form provided by the Company for such
      purpose.  The effective date of any increase or reduction in
      future payroll deductions will be the next following payroll period
      succeeding processing of the change
form.

            


    

     

    
      	
               
      

            	
              ARTICLE
      VI

            


    

    
      	
               
      

            	
              GRANTING
      OF OPTION

            


    

     

    
      	
              6.01  

            	
              Number of Option
      Shares.  On an Enrollment Date each participant shall be
      deemed to have been granted an option to purchase a number of shares of
      Common Stock determined by dividing the participant’s accumulated payroll
      deductions on the Exercise Date by the lower of (i) 100% of the Fair
      Market Value of a share of Common Stock on the Enrollment Date or (ii)
      100% of the Fair Market Value of a share of Common Stock on the Exercise
      Date; subject, however, to any applicable limitations contained in this
      Plan.  In addition, the maximum number of shares a participant
      may purchase with respect to any Offering Period is that number of shares
      determined by dividing $12,500 by the Fair Market Value of a share of
      Common Stock on the Enrollment Date; provided, however, the maximum number
      of shares a participant may purchase with respect to the first Offering
      Period is that number of shares determined by dividing $25,000 by the Fair
      Market Value of a share of Common Stock on the Enrollment
      Date.

            


    

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              ARTICLE
      VII

            


    

    
      	
               
      

            	
              EXERCISE
      OF OPTION

            


    

     

    
      	
              7.01  

            	
              Automatic
      Exercise.  Subject to the next following sentence, each
      Plan participant’s option for the purchase of stock with payroll
      deductions made during any Offering Period will be exercised automatically
      on the applicable Exercise Date for the purchase of the number of full and
      deemed fractional shares of Common Stock that the accumulated payroll
      deductions in the participant’s account at the time will purchase at the
      Purchase Price (but not in excess of the maximum number of shares
      determined pursuant to Section 6.01).  The Committee shall have
      the discretion to reduce the number of shares of Common Stock to be
      purchased by participants with respect to an Offering Period and to
      allocate such reduced number of shares of Common Stock among participants
      in such Offering Period, so long as such reduction and allocation is done
      in a manner consistent with Section 423 of the Code.  Any
      payroll deductions not applied to the purchase of shares of Common Stock
      by reason of the limitations of or reduction pursuant to this Section 7.01
      shall be promptly refunded to participants after the Exercise Date of the
      Offering Period to which such reduction
applies.

            


    

     

     

    
      	
              7.02  

            	
              Withdrawal of
      Account.  No participant in the Plan shall be entitled to
      withdraw any amount from the accumulated payroll deductions in his or her
      account; provided, however, that a participant’s accumulated payroll
      deductions shall be refunded to the participant as and to the extent
      specified in Section 8.01 below upon termination of such participant’s
      participation in the Plan.

            


    

     

     

    
      	
              7.03  

            	
              Fractional
      Shares.  Fractional shares of Common Stock will not be
      delivered under Section 7.5 of the Plan.  Any deemed fractional
      share of Common Stock purchased by a Participant pursuant to Section 7.01
      hereof will be combined with any deemed fractional shares purchased by the
      Participant in subsequent Offering Periods and whole shares of Common
      Stock then issued therefor.  The Fair Market Value of all deemed
      fractional shares shall be paid in
cash.

            


    

     

     

    
      	
              7.04  

            	
              Exercise of
      Options.  During a participant’s lifetime, options held
      by such participant shall be exercisable only by such
      participant.

            


    

     

     

    
      	
              7.05  

            	
              Delivery of
      Stock.  As promptly as practicable after each Exercise
      Date, the Company will deliver to each participant the shares of Common
      Stock purchased upon exercise of such participant’s option.  The
      Company may deliver such shares in certificated or book entry form, at the
      Company’s sole election.

            


    

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    


    
      	
               
      

            	
              ARTICLE
      VIII

            


    

    
      	
               
      

            	
              WITHDRAWAL

            


    

     

    
      	
              8.01  

            	
              In
      General.  A participant may stop participating in the
      Plan at any time by giving written notice to the Plan
      Representative.  Upon processing of any such written notice, no
      further payroll deductions will be made from the participant’s
      Compensation during such Offering Period or thereafter, unless and until
      such participant elects to resume participation in the Plan by providing
      written notice to the Plan Representative pursuant to Section 3.03
      above.  Such participant’s payroll deductions accumulated prior
      to processing of such notice shall be applied toward purchasing full and
      deemed fractional shares of Common Stock in the then-current Offering
      Period as provided in Section 7.01 above unless the participant requests
      in writing to have the accumulated payroll deductions and cash in lieu of
      deemed fractional shares returned to him or
her.

            


    

     

     

    
      	
              8.02  

            	
              Effect on Subsequent
      Participation.  A participant’s withdrawal from any
      Offering Period will not have any effect upon such participant’s
      eligibility to participate in any succeeding Offering Period or in any
      similar plan which may hereafter be adopted by the Company and for which
      such participant is otherwise
eligible.

            


    

     

     

    
      	
              8.03  

            	
              Termination of
      Employment.  Upon termination of a participant’s
      employment with the Company or any Designated Subsidiary Corporation (as
      the case may be) for any reason, including retirement but excluding death,
      the participant’s payroll deductions accumulated prior to such
      termination, if any, shall be applied toward purchasing full and deemed
      fractional shares of Common Stock in the then-current Offering Period so
      long as the Exercise Date with respect to such Offering Period occurs on
      or within three months following such termination; provided, however, that
      (1) the participant may request in writing to have the accumulated payroll
      deductions and cash in lieu of deemed fractional shares returned to him or
      her, and (2) upon termination of a participant’s employment with the
      Company or any Designated Subsidiary Corporation (as the case may be) as a
      result of the participant’s death, the participant’s payroll deductions
      accumulated prior to such termination and cash in lieu of deemed
      fractional shares shall be paid to his or her
  estate.

            


    

     

    


    ARTICLE
IX

    INTEREST

     

    
      	
              9.01  

            	
              Payment of
      Interest.  No interest will be paid or allowed on any
      money paid into the Plan or credited to the account of or distributed to
      any participant.

            


    

     

    


    ARTICLE
X

    STOCK

     

    
      	
              10.01  

            	
              Participant’s Interest
      in Option Stock.  No participant will have any interest
      in shares of Common Stock covered by any option held by such participant
      until such option has been exercised as provided in Section 7.01
      above.

            


    

     

     

    
      	
              10.02  

            	
              Registration of
      Stock.  Shares of Common Stock purchased by a participant
      under the Plan will be recorded in the name of the participant, or, if the
      participant so directs by written notice to the Plan Representative prior
      to the applicable Exercise Date, in the names of the participant and the
      participant’s spouse as joint tenants with rights of survivorship or as
      tenants by the entireties, to the extent permitted by applicable
      law.

            


    

     

     

    
      	
              10.03  

            	
              Restrictions on
      Exercise.  The Board may, in its discretion, require as
      conditions to the exercise of any option that the shares of Common Stock
      reserved for issuance upon the exercise of such option shall have been
      duly listed, upon official notice of issuance, upon a stock exchange or
      market, and that either:

            


    

     

     

    
      	
               
      

            	
              10.03.1

            	
              a
      registration statement under the Securities Act of 1933, as amended, with
      respect to said shares shall be effective,
or

            


    

     

     

    
      	
              10.03.2  

            	
              the
      participant shall have represented at the time of purchase, in form and
      substance satisfactory to the Company, that it is his or her intention to
      purchase the shares for investment and not for resale or
      distribution.

            


    

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    


    
      	
               
      

            	
              ARTICLE
      XI

            


    

    
      	
               
      

            	
              ADMINISTRATION

            


    

     

    
      	
              11.01  

            	
              Appointment of
      Committee.  The Plan shall be administered by the Board
      or a Committee of members of the Board appointed by the
      Board.  The Board or its Committee shall have full and exclusive
      discretionary authority to construe, interpret and apply the terms of the
      Plan, to determine eligibility and to adjudicate all disputed claims filed
      under the Plan.  Every finding, decision and determination made
      by the Board or its Committee shall, to the full extent permitted by law,
      be final and binding upon all
parties.

            


    

     

     

    
      	
              11.02  

            	
              Authority of
      Committee.  Subject to the express provisions of the
      Plan, the Committee shall have plenary authority in its discretion to
      interpret and construe any and all provisions of the Plan, to adopt rules
      and regulations for administering the Plan, and to make all other
      determinations deemed necessary or advisable for administering the
      Plan.  The Committee’s determination of the foregoing matters
      shall be conclusive.  Except as otherwise prohibited by
      applicable law, the Committee may delegate some or all of its authority
      specified herein to the Plan
Representative.

            


    

     

     

    
      	
              11.03  

            	
              Rules Governing the
      Administration of the Committee.  The Board may from time
      to time appoint members of the Committee in substitution for or in
      addition to members previously appointed and may fill vacancies, however
      caused, in the Committee.  The Committee may select one of its
      members as its chairman, shall hold its meetings at such times and places
      as it shall deem advisable, and may hold telephonic
      meetings.  All determinations of the Committee shall be made by
      a majority of its members.  A decision or determination reduced
      to writing and signed by a majority of the members of the Committee shall
      be as fully effective as if it had been made by a majority vote at a
      meeting duly called and held.  The Committee may appoint a
      secretary and shall make such rules and regulations for the conduct of its
      business as it shall deem
advisable.

            


    

     

     

    
      	
              11.04  

            	
              Rules and Procedures
      Applicable to Offering Periods.  The Committee shall have
      the authority and discretion to adopt rules and procedures applicable to
      one or more Offering Periods under the Plan.  Any such rules and
      procedures shall be established by the Committee and communicated to
      participants in advance of any Offering Period to which they
      apply.  Such rules and procedures may, in the discretion of the
      Committee, cause the options granted under any such Offering Period to be
      options to which Section 423 of the Code does not
  apply.

            


    

     

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              ARTICLE
      XII

            


    

    
      	
               
      

            	
              FOREIGN
      JURISDICTIONS

            


    

     

    Notwithstanding any other provision in
this Plan, the Committee may adopt rules or procedures relating to the operation
and administration of the Plan to accommodate the specific requirements of local
laws and procedures.  Without limiting the generality of the foregoing
sentence, the Committee is specifically authorized to adopt rules and procedures
regarding handling of payroll deductions, payment of interest, conversion of
local currency, payroll tax, withholding procedures and handling of stock
certificates which vary in accordance with the requirements of such local law
and procedures.  To the extent that any such rules or procedures are
adopted with respect to options granted in an Offering Period to which Section
423 of the Code is intended to apply, the Committee shall cause such rules and
procedures to be consistent with Section 423 of the Code.

     

    


    ARTICLE
XIII

    MISCELLANEOUS

     

    
      	
              13.01  

            	
              Transferability.  Neither
      payroll deductions credited to any participant’s account nor any option or
      other rights with regard to the exercise of an option to receive Common
      Stock under the Plan may be assigned, transferred, pledged, or otherwise
      disposed of in any way by the participant other than by will or the laws
      of descent and distribution.  Any such attempted assignment,
      transfer, pledge or other disposition shall be without effect except that
      the Company may, in its discretion, treat such act as an election to
      withdraw from participation in the Plan in accordance with Section
      8.01.

            


    

     

     

    
      	
              13.02  

            	
              Use of
      Funds.  All payroll deductions received or held by the
      Company under the Plan may be used by the Company for any corporate
      purpose.  The Company shall not segregate such payroll
      deductions.

            


    

     

     

    
      	
              13.03  

            	
              Adjustment Upon
      Changes in Capitalization; Change in
  Control.

            


    

     

     

    
      	
              13.03.1  

            	
              Changes in
      Capitalization.  Subject to any required action by the
      stockholders of the Company, the Reserves, the maximum number of shares
      each participant may purchase per Offering Period (pursuant to Section
      6.01), as well as the Purchase Price and the number of shares of Common
      Stock covered by each option under the Plan which has not yet been
      exercised shall be proportionately adjusted for any Change in
      Capitalization.  Such adjustment shall be made by the Board,
      whose determination in that respect shall be final, binding and
      conclusive.  Except as expressly provided herein, no issuance by
      the Company of shares of stock of any class shall affect, and no
      adjustment by reason thereof shall be made with respect to, the number or
      Purchase Price of shares of Common Stock subject to an
    option.

            


    

     

     

    
      	
              13.03.2  

            	
              Change in
      Control.  In the event of a Change in Control, the
      Offering Period during which the Change in Control would otherwise occur
      shall be accelerated and shall end on the last payroll date immediately
      preceding the Change in Control.

            


    

     

     

    
      	
              13.04  

            	
              Amendment or
      Termination. The Board shall have complete power and authority to
      terminate or amend the Plan; provided, however, that the Board shall not,
      without the approval of the shareholders of the Company, alter (i) the
      aggregate number of shares of Common Stock which may be issued under the
      Plan (except pursuant to Section 13.03 above), or (ii) the class of
      Employees eligible to receive options under the Plan, other than to
      designate Subsidiaries as Designated Subsidiary Corporations; and provided
      further, however, that, subject to Section 13.05 no termination,
      modification, or amendment of the Plan may, without the consent of an
      Employee then having an option under the Plan to purchase shares of Common
      Stock, adversely affect the rights of such Employee under such
      option.  In addition, and notwithstanding anything contained in
      this Plan to the contrary, to the extent necessary under Section 423 of
      the Internal Revenue Code (or any successor rule or provision or any
      applicable law or regulation), the Company shall obtain stockholder
      approval in such a manner and to such a degree as so
    required.

            


    

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	
              13.05  

            	
              The
      Committee shall be entitled to change the Offering Periods, limit the
      frequency and/or number of changes in the amount withheld during an
      Offering Period, establish the exchange ratio applicable to amounts
      withheld in a currency other than U.S. dollars, permit payroll withholding
      in excess of the amount designated by a participant in order to adjust for
      delays or mistakes in the Company’s processing of properly completed
      withholding elections, establish reasonable waiting and adjustment periods
      and/or accounting and crediting procedures to ensure that amounts applied
      toward the purchase of Common Stock for each participant properly
      correspond with amounts withheld from the participant’s Compensation, and
      establish such other limitations or procedures as the Board (or its
      committee) determines in its sole discretion advisable which are
      consistent with the Plan, in each case so long as any such action is
      consistent with Section 423 of the Code.  None of the foregoing
      actions shall be considered to have adversely affected any right of any
      participant.

            


    

     

     

    
      	
              13.06  

            	
              In
      the event that the Committee determines that the ongoing operation of the
      Plan may result in unfavorable financial accounting consequences, the
      Committee may, in its discretion and, to the extent necessary or
      desirable, modify or amend the Plan to reduce or eliminate such accounting
      consequence including, but not limited
to:

            


    

     

     

    
      	
              13.06.1  

            	
              changing
      the Purchase Price for any Offering Period including an Offering Period
      underway at the time of the change in Purchase
  Price;

            


    

     

     

    
      	
              13.06.2  

            	
              shortening
      any Offering Period so that the Offering Period ends on a new Exercise
      Date, including an Offering Period underway at the time of such action;
      and

            


    

     

     

    
      	
              13.06.3  

            	
              allocating
      shares of Common Stock to participants pursuant to Section 7.01
      hereof.

            


    

     

     

    None of
the foregoing actions shall be considered to have adversely affected any right
of any participant.

     

     

    
      	
              13.07  

            	
              Notices.  All
      notices or other communications by a participant to the Company under or
      in connection with the Plan shall be deemed to have been duly given when
      received in the form specified by the Company by the Plan
      Representative.

            


    

     

     

    
      	
              13.08  

            	
              Conditions Upon
      Issuance of Shares.  Shares shall not be issued with
      respect to an option unless the exercise of such option and the issuance
      and delivery of such shares pursuant thereto shall comply with all
      applicable provisions of law, domestic or foreign, including, without
      limitation, the Securities Act of 1933, as amended, the Securities
      Exchange Act of 1934, as amended, the rules and regulations promulgated
      thereunder, and the requirements of any stock exchange upon which the
      shares may then be listed, and shall be further subject to the approval of
      counsel for the Company with respect to such compliance.  As a
      condition to the exercise of an option, the Company may require the person
      exercising such option to represent and warrant at the time of any such
      exercise that the shares are being purchased only for investment and
      without any present intention to sell or distribute such shares if, in the
      opinion of counsel for the Company, such a representation is required by
      any of the aforementioned applicable provisions of
  law.

            


    

     

     

    
      	
              13.09  

            	
              Effective
      Date.  The Plan shall become effective as of its adoption
      by the Board, subject to approval by the holders of a majority of the
      shares of Common Stock, and shall continue in effect until the shares of
      Common Stock reserved for issuance under the Plan have been depleted,
      unless sooner terminated under Section 13.04 hereof.  If the
      Plan is not so approved, the Plan shall not become
    effective.

            


    

     

     

    
      	
              13.10  

            	
              No Employment
      Rights.  The Plan does not, directly or indirectly,
      create in any person any right with respect to employment or continuation
      of employment by the Company or any Subsidiary, and it shall not be deemed
      to interfere in any way with the Company’s or any Subsidiary’s right to
      terminate, or otherwise modify, any Employee’s employment at any
      time.

            


    

     

     

    
      	
              13.11  

            	
              Effect of
      Plan.  The provisions of the Plan shall, in accordance
      with its terms, be binding upon, and inure to the benefit of, all
      successors of each Employee participating in the Plan, including, without
      limitation, such Employee’s estate and the executors, administrators or
      trustees thereof, heirs and legatees, and any receiver, trustee in
      bankruptcy or representative of creditors of such
  Employee.

            


    

     

     

    
      	
              13.12  

            	
              Governing
      Law.  The law of the State of Delaware will govern all
      matters relating to this Plan except to the extent superseded by the
      federal laws of the United States.

            


    

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


     

    APPENDIX
A

     

     

    


     

    A "Change
in Control" shall be deemed to have occurred if, following the "Distribution"
(as defined in the Master Separation Agreement, dated March 27, 2000, to which
the Company and Cabot Corporation are parties):

     

    (a)           any
"person" as such term is used in Sections 13(d) and 14(d) of the 1934 Act (other
than (i) the Company, (ii) any subsidiary of the Company,
(iii) any trustee or other fiduciary holding securities under an employee
benefit plan of the Company or of any subsidiary of the Company, or
(iv) any company owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock of the
Company), is or becomes the "beneficial owner" (as defined in Section 13(d) of
the 1934 Act), together with all Affiliates and Associates (as such terms are
used in Rule 12b-2 of the General Rules and Regulations under the 1934 Act) of
such person, directly or indirectly, of securities of the Company representing
30% or more of the combined voting power of the Company's then outstanding
securities; or

     

    (b)           the
stockholders of the Company approve a merger or consolidation of the Company
with any other company, other than (i) a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity), in combination
with the ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary of the Company, at least
60% of the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation or
(ii) a merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) after which no "person" (with the method of
determining "beneficial ownership" used in clause (a) of this definition)
owns more than 30% of the combined voting power of the securities of the Company
or the surviving entity of such merger or consolidation; or

     

    (c)           during
any period of two consecutive years (not including any period prior to the
execution of the Plan), individuals who at the beginning of such period
constitute the Board, and any new director (other than a director designated by
a person who has conducted or threatened a proxy contest, or has entered into an
agreement with the Company to effect a transaction described in clause (a),
(b) or (d) of this definition) whose election by the Board or
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved cease for any reason to constitute at least
a majority thereof; or

     

    
      	 
      


    

    (d)           the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets.

     

     

     

    10