exhibit10_54.htm


    Exhibit
10.54

    


    CABOT
MICROELECTRONICS CORPORATION

    ANNUAL
INCENTIVE AND SALES INCENTIVE PROGRAMS

     

    ARTICLE
I. GENERAL

     

    Section
1.1.  Purpose.  Cabot
Microelectronics Corporation (the "Corporation") maintains the Cabot
Microelectronics Annual Incentive Program and Sales Incentive Program (the
"Programs") to benefit and advance the interests of the Corporation by providing
to the Corporation's employees performance-based cash bonuses ("Bonuses") that
are based upon the achievement of financial, business and other performance
goals.

     

    Section
1.2.  Administration of the
Program.  The Compensation Committee of the Corporation's Board
of Directors (the "Committee") shall administer the Programs.  The
Committee may adopt such rules as it deems appropriate in order to carry out the
purpose of the Programs.  Questions of interpretation, administration
and application of the Program shall be determined by the
Committee.  The Committee may authorize any one or more of its
members, or any officer of the Corporation, to execute and deliver documents on
behalf of the Committee with respect to the Programs.  The
determinations of the Committee shall be final and binding in all matters
relating to the Programs.  The Committee shall have authority to
determine the terms and conditions of Bonuses.   With the
exception of any determination or payment of any Bonus to any Executive Officer
of the Corporation (as defined by relevant Securities and Exchange Commission
regulations), the Committee may delegate some or all of its authority under the
Programs to the Chief Executive Officer, other officers or the Corporation’s
Global Human Resources Director.

     

    Section
1.3.  Eligible
Persons.  Bonuses may be granted to employees of the
Corporation.  The Committee or, if applicable, its delegate(s) shall
determine the employees who are eligible to participate in the Programs
("Participants").  An individual shall not be deemed an employee for
purposes of the Programs unless such individual is classified and receives
compensation from the Corporation for services performed as an employee of the
Corporation.

     

    ARTICLE
II. BONUSES

     

    Section
2.1. Bonuses.  The
Committee may grant annual Bonuses to employees subject to the provisions of the
Programs.

     

    Section
2.2. Terms of
Bonuses.  The Committee or, if applicable, its delegate(s)
shall (i) establish for the relevant period of the Programs ("Performance
Period") the applicable performance goals and objectives ("Performance
Objectives") for the Corporation and each Participant, and the particular
allocation to each such Performance Objective, and (ii) establish target bonuses
for each Participant, which shall equal a percentage of the Participant's base
salary.  In general, for the Annual Incentive Program, the Performance
Period is the Corporation’s fiscal year (October 1 – September
30).  In general, for the Sales Incentive Program, the Performance
Period is each the first two (October 1 – March 31) and the last two (April 1 –
September 30) quarters of the Corporation’s fiscal year.  Performance
Objectives under the Programs may include, but shall not be limited to, various
financial, business and operational goals (for example, those related to
earnings per share, revenue, gross margin, cash flow, earnings before interest
and taxes, customer satisfaction, product quality, securing new opportunities,
new product introductions, productivity improvements, customer return rate, and,
new business area growth).

     

    Section
2.3. Determination of
Bonuses.  Following the close of the relevant Performance
Period, the Committee, or, with respect to Participants other than Executive
Officers, the Committee's delegate(s), shall determine the amount of Bonus (if
any) to be paid to each Participant, based on assessment of achievement of the
Performance Objectives of the Programs, as well as reflecting an assessment of
each Participant’s individual performance or other factors during the relevant
Performance Period, in the Committee’s (or delegate(s)’) sole
discretion.  In no event shall a determination of a Bonus for an
Executive Officer be made other than by the Committee.

     

                  
Section 2.4. Payment
of Bonuses.  Payment of a Bonus to a Participant shall be made
as soon as practicable after determination of the amount of the Bonuses under
Section 2.3 above, and after the Committee has approved the aggregate bonus
payout amount for the Performance Period, and individual Bonuses for the
Corporation’s Executive Officers, but in no event later than 75 days after the
end of the Performance Period.  In no event shall a payment of a Bonus
be made to an Executive Officer other than as specifically authorized by the
Committee.  Participants whose employment is terminated, whether by
the Corporation or voluntarily by the Participant, prior to the payment date of
a Bonus shall not be entitled to receive a Bonus, whether or not a Bonus amount
previously had been designated for such Participant pursuant to the terms of the
Programs.  According to the intent of the Corporation to award the
entire accrual of Bonus amounts for the relevant Performance Period, which is
set by the Committee in conjunction with the closing of the Corporation’s
financial books for such Performance Period, to the extent a Bonus amount had
been accrued for and/or designated for such Participant in advance of the
termination of such Participant’s employment, the Corporation shall reallocate
such amount to the pool of other Participants (with the exception of Executive
Officers unless specifically agreed upon by the Committee) in the Programs, to
the extent administratively practical.

    


     

    
      
        
        

      

      
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    ARTICLE
III  MISCELLANEOUS

     

    Section
3.1. No Additional
Participant Rights.  The participation of an employee in the
Programs shall not give such employee any right to be retained in the employ of
the Corporation or any of its affiliates, and the Corporation specifically
reserves the right to dismiss a Participant or to terminate any arrangement
pursuant to which any such Participant provides services to the Corporation,
with or without cause.  No person shall have claim to a Bonus under
the Programs, except as otherwise provided for herein, or to continued
participation in the Programs. There is no obligation for uniformity of
treatment of Participants under the Programs. The benefits provided for
Participants under the Programs shall be in addition to and shall in no way
preclude other forms of compensation to or in respect of such Participants. It
is expressly agreed and understood that the employment of a Participant is
terminable at the will of either party and, if such Participant is a party to an
employment agreement with the Corporation or one of its affiliates, in
accordance with the terms and conditions of the Participant's employment
agreement.

     

    Section
3.2. No
Assignment.  The rights of a Participant with respect to any
Bonuses granted under the Programs shall not be transferable by the
Participant.

     

    Section
3.3. Tax
Withholding.  The Corporation or a subsidiary thereof, as
appropriate, shall have the right to deduct from all payments made under the
Programs to a Participant or to a Participant's beneficiary or beneficiaries any
federal, state or local taxes required by law to be withheld with respect to
such payments.

     

    Section
3.4. No Restriction on
Right of Corporation to Effect Changes.  The Programs shall not
affect in any way the right or power of the Corporation or its stockholders to
make or authorize any recapitalization, reorganization, merger, acquisition,
divestiture, consolidation, spin-off, combination, liquidation, dissolution,
sale of assets, or other similar corporate transaction or event involving the
Corporation or a subsidiary thereof or any other event or series of events,
whether of a similar character or otherwise.

     

    Section
3.5. Source of
Payments.  The Corporation shall not have any obligation to
establish any separate fund or trust or other segregation of assets to provide
for payments under the Programs. To the extent any person acquires any rights to
receive payments hereunder from the Corporation, such rights shall be no greater
than those of an unsecured creditor.

     

    Section
3.6. Amendment and
Termination.  The Committee may at any time and from time to
time alter, amend, suspend or terminate the Programs in whole or in
part.

     

    Section
3.7. Governing Law and
Severability.  The Programs and all rights and Bonuses
hereunder shall be construed in accordance with and governed by the laws of the
State of Illinois without regard to conflicts of law principles and applicable
federal law.  The jurisdiction and venue for any disputes arising
under, or any action brought to enforce (or otherwise relating to), the Programs
shall be exclusively in the courts in the State of Illinois, including the
Federal Courts located therein (should Federal jurisdiction
exist).  If any portion of the Programs is deemed to be in conflict
with local law, that portion of the Programs, and that portion only, will be
deemed null and void under that local law. All other provisions of the Programs
will remain in full effect.

     

     

                    Section
3.8.  Miscellaneous.  Notwithstanding
any provision of the Programs to the contrary, any and all Bonuses made under
the Programs are intended to be exempt from or, in the alternative, comply with
Section 409A of the Internal Revenue Code of 1986, as amended, and the
interpretive guidance thereunder, including the exceptions for short-term
deferrals.  The Programs shall be construed

    
 

     

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