exhibit10_6.htm

Exhibit 10.6

    Second
Amended and Restated

    Cabot
Microelectronics Corporation 2000 Equity Incentive Plan

    [Initial][Annual]
Restricted Stock Award Agreement for Directors

    


    [AWARD
DATE]

    [NAME]

    [ADDRESS]

    [CITY,
STATE, ZIP]

    


    Dear
FIRST NAME:

    


    I am
pleased to inform you (the “Participant”) that the Board of Directors (the
“Board”) of Cabot Microelectronics Corporation (the “Company”), based on the
recommendation of the Nominating and Corporate Governance Committee of the
Board, has approved your participation in the Second Amended and Restated Cabot
Microelectronics Corporation 2000 Equity Incentive Plan, as amended and restated
September 23, 2008 (the "Plan") in consideration of your [initial[annual]
service as a Director of the Company.  A Restricted Stock Award (the
“Award”) is hereby awarded to the Participant pursuant to the terms of the Plan
and this Restricted Stock Agreement (the “Agreement”).  A copy of the
Plan is enclosed.

    


    
      	
              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%
      [1st
      anniv. AD]; [AD]

              25%
      [2d anniv. AD];[1st
      anniv.AD]

              25%[3d
      anniv. AD];[2danniv.AD]

              25%[4th
      anniv. AD];[3danniv.AD]

            	
               

              [xxxxx]

            


    

    


    This Agreement provides the
Participant with the terms of the Award granted to the Participant. The terms
specified in this Agreement are governed by the provisions of the Plan, which
are incorporated herein by reference. The Compensation Committee of the Board
(the “Committee”) has the exclusive authority to interpret and apply the Plan
and this Agreement.  Any interpretation of the Agreement by the
Committee and any decision made by it with respect to the Agreement are final
and binding on all persons.  To the extent that there is any conflict
between the terms of this Agreement and the Plan, the Plan shall govern.
Capitalized terms used herein will have the same meaning as under the Plan,
unless stated otherwise.

    


    In
consideration of the foregoing and the mutual covenants hereinafter set forth,
it is agreed by and between the Company and the Participant, as
follows:

    


    
      	
              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%

            	
              [1st
      anniv. AD]; [AD]

              [2d
      anniv. AD]; [1st
      anniv. AD]

              [3d
      anniv. AD]; [2d anniv. AD]

              [4th
      anniv. AD]; [3d anniv. AD]

            


    

    


    The Award
will be fully vested and all restrictions shall lapse in the event of the
Participant’s death, Disability or a Change in Control, as defined in the
Plan.  Upon the Participant’s termination of Service as a Director of
the Company for any reason other than death or Disability, the Participant shall
immediately cease vesting in the Award and the unvested portion of the Award
shall be forfeited immediately.

    


    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.

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
 

    
      	
              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.

            


    

    


    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.  

            	
              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.

            


    

    


    The
Participant may elect to make an election under Section 83(b) of the Code to
have any ordinary income amount taxed currently, before any restrictions
lapse.  This election must be filed within thirty (30) days of the
Date of Award.  Attached hereto is a form of election for this
purpose.

    


    If the
Participant sells the Stock acquired under the Award, a long-term or short-term
capital gain or loss will result depending on:  (a) the holding period
for the shares, and (b) 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
restrictions lapse.  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 of
the property is held for less than one year.  The tax basis of the
shares is the sum of (a) any purchase price paid for the shares, and (b) the
ordinary income, if any, determined by the difference between the Fair Market
Value of the shares when the restrictions lapse or an 83(b) election is made,
and any purchase price.

    


    EACH
PARTICIPANT IS URGED 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.

    


    
      	
              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.

            


    

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
 

    
      	
              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.

            


    

    


    


    


    


     IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed in its
name and on its behalf, all as of the Date of Award.

    


        CABOT
MICROELECTRONICS CORPORATION

                                                                                         
William P. Noglows

               President
and Chief Executive Officer

    


     

     

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