Exhibit 10.46


    Exhibit
      10.46

    


    Non-Employee
      Directors’ Compensation Summary as of March 5, 2007

    


    Effective
      as of March 5, 2007, non-employee directors are eligible for the following
      compensation:

    


    
      


      
        	 Annual Retainer Fee 	
                 $35,000

              	 
	 Meeting Fees 	
                  $1,500
                  

              	 
                per meeting
	 
                Committee Chair Annual Retainer Fees:	 	 
	     
                Audit Committee Chairperson 	
                  $20,000

              	 
	     
                Compensation Committee Chairperson 	
                  $10,000

              	 
	     
                Nominating and Corporate Governance Chairperson	
                  $10,000

              	 
	 Annual
                Non-qualified Stock Option Grant *	
                 6,000

              	 
                options
	 Annual
                Restricted Stock Award *	
                   2,000

              	 
                shares
	 Initial
                Non-qualified Stock Option Grant **	
                   7,500

              	 
                options
	 Initial
                Restricted Stock Award **	
                 2,500
                  

              	 
                shares


      

                       

    

    


    
      	
               *

            	 Vesting
              occurs 25% per year over a four-year period, with first vesting on
              the
              anniversary of the grant/award date 
	
               **

            	 Vesting
              occurs 25% immediately on the grant/award date, and 25% per year on
              the
              next three anniversaries of the grant/award
              date


    

    


    Under
      our
      Directors’ Cash Compensation Umbrella Program (previously filed as Exhibit
      10.36), non-employee directors continue to be eligible to choose to receive
      annual retainer fees, committee chair annual retainer fees and meeting fees
      either in cash, in fully vested restricted stock under the Second Amended and
      Restated Cabot Microelectronics Corporation 2000 Equity Incentive Plan, as
      amended and restated September 26, 2006 (previously filed as Exhibit 10.1)
      or as
      deferred compensation under the Company’s Directors’ Deferred Compensation Plan,
      as amended September 26, 2006 (“Directors’ Deferred Compensation Plan”). The
      Directors’ Deferred Compensation Plan, which was previously filed as Exhibit
      10.28, allows non-employee directors to defer their compensation in the form
      of
      rights to acquire the equivalent number of shares of common stock at the end
      of
      the deferral period. Non-employee directors continue to receive their respective
      annual retainer fees, committee chair annual retainer fees, annual non-qualified
      stock option grants and annual restricted stock awards at the time of the
      Company’s annual meeting. Non-employee directors receive their initial
      non-qualified stock option grant and restricted stock award, as well as their
      first annual non-qualified stock option grant and restricted stock award, upon
      the date of the director’s election to the Board of Directors, if other than the
      annual meeting date.

    .