exhibit10_5.htm

Exhibit 10.5


    Second
Amended and Restated

    Cabot
Microelectronics Corporation 2000 Equity Incentive Plan

    Restricted
Stock Award Agreement

    (United
States Employees)

    


    


    


    AWARD
DATE

    


    NAME

    ADDRESS

    CITY,
STATE ZIP

    


    Dear
FIRST NAME:

    


    I am
pleased to inform you that the Compensation Committee of the Board of Directors
(the “Committee”) of Cabot Microelectronics Corporation (the “Company”) 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") as a means of allowing you to participate in the
success of the Company through ownership of Company common stock (“Stock”). A
Restricted Stock Award (the “Award”) is hereby awarded to you (the
“Participant”) pursuant to the terms of the Plan and this Restricted Stock
Agreement (the “Agreement”).  A copy of the Plan can be electronically
accessed through the CMC world directory under “HR Information/Stock/General
Plan Information.”

    


    
      	
              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%
      1stanniv.
      AD

              25%
      2danniv. AD

              25%
      3danniv. AD

              25%
      4thanniv.
      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 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

              [general]

            	
               

              Vesting
      Date

              [general]

            
	
              25%

              25%

              25%

              25%

            	
              [1st
      anniv.  AD]

              [2d
      anniv. AD]

              [3d
      anniv. AD]

                                                             [4th
      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 defined in
the Plan, 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 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, as defined under local
law.  In addition, for purposes of this Agreement, the Participant’s
date of termination (for any reason other than death or Disability) shall be the
earlier of: (i) the date on which the Participant ceases to render service to or
be employed by the Company, as determined by the Company in its sole discretion;
(ii) the date on which the Company first provides notice of termination of
employment; or (iii) the first date of any statutory notice period provided
under local law.

     

     

    
      
        
        

      

      
        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 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.

            


    

    


    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 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.

            


    

    


    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.

     

     

    
      
        
        

      

      
        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.

            


    

    


     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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