exhibit10_33.htm


    Exhibit 10.33


    


    


    


    


    The
CORPORATEplan for
RetirementSM

    EXECUTIVE
Plan

    


    


    


    


    Adoption
Agreement

    


    


    


    


    


    IMPORTANT
NOTE

    


    This
document has not been approved by the Department of Labor, the Internal Revenue
Service or any other governmental entity.  An Employer must determine
whether the plan is subject to the Federal securities laws and the securities
laws of the various states.  An Employer may not rely on this document
to ensure any particular tax consequences or to ensure that the Plan is
"unfunded and maintained primarily for the purpose of providing deferred
compensation to a select group of management or highly compensated employees"
under the Employee Retirement Income Security Act with respect to the Employer's
particular situation.  Fidelity Management Trust Company, its
affiliates and employees cannot and do not provide legal or tax advice or
opinions in connection with this document.  This document does not
constitute legal or tax advice or opinions and is not intended or written to be
used, and it cannot be used by any taxpayer, for the purposes of avoiding
penalties that may be imposed on the taxpayer.  This document must be reviewed by
the Employer’s attorney prior to adoption.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    ADOPTION
AGREEMENT

    ARTICLE
1

    


    


    


    1.01           PLAN
INFORMATION

    


    
      	
               
      

            	
              (a)

            	
              Name
      of Plan:

            


    

    


    This is
the Cabot
Microelectronics Corporation Supplemental Employee Retirement Plan (the
"Plan").

    


    
      	
               
      

            	
              (b)

            	
              Plan
      Status (Check
      one.):

            


    

    


    
      	
               
      

            	
              (1)

            	
              Adoption
      Agreement effective date:  12/1/2008.

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      Adoption Agreement effective date is (Check (A) or check and
      complete (B)):

            


    

     

    
      	
               
      

            	
              (A)

            	
               ̈

            	
              A
      new Plan effective date.

            


    

     

    
      	
               
      

            	
              (B)

            	
              þ

            	
              An
      amendment and restatement of the Plan. The original effective date of the
      Plan was: 5/1/2000.

            


    

     

    


    (c)           Name
of Administrator, if not the Employer:

    


    
      	 
      


    

    


    


    


    1.02            EMPLOYER

    


    


    
      	
                             
      (a)           Employer
      Name:

            	
              Cabot
      Microelectronics Corporation

            


    

    


    


    
      	
               
      

            	
              (b)

            	
              The
      term "Employer" includes the following Related
  Employer(s)

            


    

    
      	
               
      

            	
                           (as
      defined in Section 2.01(a)(25)) participating in the
  Plan:

            


    

    


    ____________________________________________________________

    


    ____________________________________________________________

    


    


    


    



    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    1.03            COVERAGE

    


    (Check (a) and/or (b).)

    


    
      	
               
      

            	
              (a)

            	
              þ  The
      following Employees are eligible to participate in the Plan (Check (1) or
      (2)):

            


    

    


    
      	
               
      

            	
              (1)   þ

            	
              Only
      those Employees designated in writing by the Employer, which writing is
      hereby incorporated herein.

            


    

    (2)    ̈                 Only
those Employees in the eligible class described below:

    


    
      	
              ____________________________________________________________

               

              ____________________________________________________________

            


    

    


    


    
      	
               
      

            	
              (b)

            	
               ̈  The
      following Directors are eligible to participate in the Plan (Check (1) or
      (2)):

            


    

    


    
      	
               
      

            	
              (1)    ̈

            	
              Only
      those Directors designated in writing by the Employer, which writing is
      hereby incorporated herein.

            


    

    
      	
               
      

            	
              (2)    ̈      
      All Directors, effective as of the later of the date in 1.01(b) or the
      date the Director becomes a
Director.

            


    

    


    (Note:  A
designation in Section 1.03(a)(1) or Section 1.03(b)(1) or a description in
Section 1.03(a)(2) must include the effective date of such
participation.)

    


    1.04           COMPENSATION

    


    (If
Section 1.03(a) is selected, select (a) or (b). If Section 1.03(b) is selected,
complete (c))

    


    For
purposes of determining all contributions under the Plan:

    


    
      	
               
      

            	
              (a)

            	
               ̈
      Compensation shall be as defined, with respect to Employees, in the ________________
      Plan maintained by the Employer:

            


    

    


    
      	
               
      

            	
              (1)

            	
               ̈

            	
              to
      the extent it is in excess of the limit imposed under Code section
      401(a)(17).

            


    

    


    
      	
               
      

            	
              (2)

            	
               ̈

            	
               notwithstanding the
      limit imposed under Code section
401(a)(17).

            


    

    


    


    
      	
               
      

            	
              (b)

            	
              þ
      Compensation shall be as defined in Section 2.01(a)(9) with respect to
      Employees (Check (1),
      and/or (2) below, if, and as,
  appropriate):

            


    

    


    
      	
               
      

            	
              (1)

            	
              þ but excluding the
      following:

            


    

                        a) Overtime Pay

                        b) Commissions

                        c) The value of a
qualified or a non-qualified stock option granted to an Employee by the Employer
to the extent such value is includable in the

                            
Employer's taxable income.

     

     

    
      	
               
      

            	
              (2)

            	
               ̈ but excluding
      bonuses, except those bonuses listed in the table in Section
      1.05(a)(2).

            


    

    


    


    
      	
               
      

            	
              (c)

            	
               ̈
      Compensation shall be as defined in Section 2.01(a)(9)(c) with respect to
      Directors, but  excluding the
  following:

            


    

     

    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    1.05           CONTRIBUTIONS ON BEHALF OF
EMPLOYEES

    


    


    
      	
               
      

            	
              (a)

            	
              Deferral
      Contributions (Complete
      all that apply):

            


    

    


    
      	
               
      

            	
              (1)

            	
               ̈

            	
              Deferral
      Contributions. Subject to any minimum or maximum deferral
      amount

            


    

    provided
below, the Employer shall make a Deferral Contribution in
accordance

    with, and
subject to, Section 4.01 on behalf of each Participant who has an

    executed
salary reduction agreement in effect with the Employer for the

    applicable
calendar year (or portion of the applicable calendar year).

    


    
      	 
      	
              Deferral
      Contributions

              Type
      of Compensation

            	
              Dollar
      Amount

            	
              %
      Amount

            
	 
      	
              Min

            	
              Max

            	
              Min

            	
              Max

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    


     (Note:  With
respect to each type of Compensation, list the minimum and maximum dollar
amounts or
percentages as whole dollar amounts or whole number percentages.)

    


    
      	
               
      

            	
              (2)

            	
               ̈

            	
              Deferral
      Contributions with respect to Bonus Compensation only. The Employer
      requires Participants to enter into a special salary reduction agreement
      to make Deferral Contributions with respect to one or more Bonuses,
      subject to minimum and maximum deferral limitations, as provided in the
      table below.

            


    

    


    
      	
              Deferral
      Contributions

              Type
      of Bonus

            	
              Treated
      As

            	
              Dollar
      Amount

            	
              %
      Amount

            
	
              Performance
      Based

            	
              Non-Performance
      Based

            	
              Min

            	
              Max

            	
              Min

            	
              Max

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    (Note:  With
respect to each type of Bonus, list the minimum and maximum dollar amounts or
percentages as whole dollar amounts or whole number percentages.  In
the event a bonus identified as a Performance-based Bonus above does not
constitute a Performance-based Bonus with respect to any Participant, such Bonus
will be treated as a Non-Performance-based Bonus with respect to such
Participant.)

    


    


    
      	
               
      

            	
              (b)

            	
              Matching
      Contributions (Choose
      (1) or (2) below, and (3) below, as
  applicable):

            


    

    


    
      	
               
      

            	
              (1)

            	
               ̈

            	
              The
      Employer shall make a Matching Contribution on behalf of each Employee
      Participant in an amount described
below:

            


    

    


    
      	
               
      

            	
              (A)   ̈

            	
               % of the
      Employee Participant’s Deferral Contributions for the calendar
      year.

            


    

    


    
      	
               
      

            	
              (B)   ̈

            	
              The
      amount, if any, declared by the Employer in writing, which writing is
      hereby incorporated herein.

            


    

    


    
      	
               
      

            	
               (C)   ̈

            	
              Other:
      _____________________________________________________

            


    

    


    


    
      	
               
      

            	
              (2)

            	
               ̈

            	
              Matching
      Contribution Offset. For each Employee Participant who has made elective
      contributions (as defined in 26 CFR section 1.401(k)-6 (“QP Deferrals”))
      of the maximum permitted under Code section 402(g), or the maximum
      permitted under the terms of the ___________________________ Plan (the
      “QP”),  to the QP, the Employer shall make a
      Matching  Contribution in an amount equal to (A) minus (B)
      below:

            


    

    


    
      	
               
      

            	
              (A)

            	
              The
      matching contributions (as defined in 26 CFR section 1.401(m)-1(a)(2) (“QP
      Match”)) that the Employee Participant would have received under the QP on
      the sum of the Deferral Contributions and the Participant’s QP Deferrals,
      determined as though—

            


    

    


    
      	
              ·  

            	
              no
      limits otherwise imposed by the tax law applied to such QP match;
      and

            


    

    
      	
              ·  

            	
              the
      Employee Participant’s Deferral Contributions had been made to the
      QP.

            


    

    


    


    
      	
               
      

            	
              (B)

            	
              The
      QP Match actually made to such Employee Participant under the QP for the
      applicable calendar year.

            


    

    


    Provided,
however, that the Matching Contributions made on behalf of any Employee
Participant pursuant to this Section 1.05(b)(2) shall be limited as provided in
Section 4.02 hereof.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    (3)           ̈ Matching
Contribution Limits (Check the
appropriate box (es)):

    


    
      	
               
      

            	
              (A)   ̈  Deferral
      Contributions in excess of  % of the
      Employee Participant’s Compensation for the calendar year shall not be
      considered for Matching
Contributions.

            


    

    


    
      	
               
      

            	
              (B)   ̈  Matching
      Contributions for each Employee Participant for each calendar year shall
      be limited to $ .

            


    

    


    
      	
               
      

            	
              (c)

            	
              Employer
      Contributions

            


    

    


    
      	
               
      

            	
               (1)
       ̈    Fixed
      Employer Contributions. The Employer shall make an Employer Contribution
      on behalf of each Employee Participant in an amount determined as
      described below:

            


    

    


    
      	
              ____________________________________________________________

               

              ____________________________________________________________

            


    

    


    
      	
               
      

            	
              (2)
      þ    Discretionary
      Employer Contributions. The Employer may make Employer Contributions to
      the accounts of Employee Participants in any amount
      (which   amount may be zero), as determined by the Employer
      in its sole discretion from time   to time in a writing,
      which is hereby incorporated
herein.

            


    

    


    


    1.06            CONTRIBUTIONS ON BEHALF OF
DIRECTORS

    


    
      	
               
      

            	
              (a)

            	
               ̈

            	
              Director
      Deferral Contributions

            


    

    


    The
Employer shall make a Deferral Contribution in accordance with, and subject to,
Section 4.01 on behalf of each Director Participant who has an executed deferral
agreement in effect with the Employer for the applicable calendar year (or
portion of the applicable calendar year), which deferral agreement shall be
subject to any minimum and/or maximum deferral amounts provided in the table
below.

    
      	
              Deferral
      Contributions

              Type
      of Compensation

            	
              Dollar
      Amount

            	
              %
      Amount

            
	
              Min

            	
              Max

            	
              Min

            	
              Max

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    (Note:  With
respect to each type of Compensation, list the minimum and maximum dollar
amounts or
percentages as whole dollar amounts or whole number percentages.)

    


    (b)               Matching
and Employer Contributions:

    


    
      	
               
      

            	
              (1)   ̈   Matching
      Contributions. The Employer shall make a Matching Contribution on behalf
      of each Director Participant in an amount determined as described
      below:

            


    

    
      	
              ____________________________________________________________

               

              ____________________________________________________________

            


    

    


    
      	
               
      

            	
              (2)   ̈  Fixed
      Employer Contributions. The
      Employer shall make an Employer Contribution on behalf of each Director
      Participant in an amount determined as described
  below:

            


    

    
      	
              ____________________________________________________________

               

              ____________________________________________________________

            


    

    


    
      	
               
      

            	
              (3)   ̈   Discretionary
      Employer Contributions. The Employer may make Employer Contributions to
      the accounts of Director Participants in any amount (which amount may be
      zero), as determined by the Employer in its sole discretion from time to
      time, in a writing, which is hereby incorporated
  herein.

            


    

    


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    1.07           DISTRIBUTIONS

    


    The form
and timing of distributions from the Participant’s vested Account shall be made
consistent with the elections in this Section 1.07.

    


    (a)
(1)     Distribution options to be provided to
Participants

    


    
      	 
      	
               

              (A)  Specified
      Date

               

            	
               

              (B)  Specified
      Age

               

            	
               

              (C)  Separation
      From Service

               

            	
               

              (D)  Earlier
      of Separation or Age

               

            	
               

              (E)  Earlier
      of Separation or Specified Date

               

            	
               

              (F)  Disability

               

            	
               

              (G)  Change
      in Control

               

            	
               

              (H)  Death

               

            
	
               

              Deferral
      Contribution

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            
	
               

              Matching
      Contributions

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            
	
               

              Employer
      Contributions

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            	
               ̈ Lump
      Sum

               

            	
               ̈ Lump
      Sum

               

               ̈
      Installments

            


    

    


    


    (Note:  If
the Employer elects (F), (G), or (H)  above, the Employer must also
elect (A), (B), (C), (D), or (E) above, and the Participant must also elect (A),
(B), (C), (D), or (E) above.  In the event the Employer elects only a
single payment trigger and/or payment method above, then such single payment
trigger and/or payment method shall automatically apply to the
Participant.  If the employer elects to provide for payment upon a
specified date or age, and the employer applies a vesting schedule to amounts
that may be subject to such payment trigger(s), the employer must apply a
minimum deferral period, the number of years of which must be greater than the
number of years required for 100% vesting in any such amounts.  If the
employer elects to provide for payment upon disability and/or death, and the
employer applies a vesting schedule to amounts that may be subject to such
payment trigger, the employer must also elect to apply 100% vesting in any such
amounts upon disability and/or death.)

    


    
      	
               
      

            	
              (2)

            	
               ̈

            	
              A
      Participant incurs a Disability when the Participant (Check at least one if Section
      1.07(a)(1)(F) or if Section 1.08(e)(3) is
  elected):

            


    

    


    
      	 	
              (A)

            	
               ̈

            	
              is
      unable to engage in any substantial gainful activity by reason of any
      medically determinable physical or mental impairment that can be expected
      to result in death or can be expected to last for a continuous period of
      not less than 12 months.

            
	 	
              (B)

            	
               ̈

            	
              is,
      by reason of any medically determinable physical or mental impairment that
      can be expected to result in death or can be expected to last for a
      continuous period of not less than 12 months, receiving income replacement
      benefits for a period of not less than 3 months under an accident and
      health plan covering employees of the Employer.

            
	 	
              (C)

            	
               ̈

            	
              is
      determined to be totally disabled by the Social Security Administration or
      the Railroad Retirement Board.

            
	 	
              (D)

            	
               ̈

            	
              is
      determined to be disabled pursuant to the following disability insurance
      program:   the definition of
      disability under which complies with the requirements in regulations under
      Code section 409A.

            


    

    


    (Note:  If
more than one box above is checked, then the Participant will have a Disability
if he satisfies at least one of the descriptions corresponding to one of such
checked boxes.)

    


    
      	
               
      

            	
               (3)

            	
              þ   Regardless
      of any payment trigger and, as applicable, payment method, to which the
      Participant would otherwise be subject pursuant to (1) above, the first to
      occur of the following Plan-level payment triggers will cause payment to
      the Participant commencing pursuant to Section 1.07(c)(1) below in a lump
      sum, provided such Plan-level payment trigger occurs prior to the payment
      trigger to which the Participant would otherwise be
    subject.

            


    

    


    
      	
              Payment
      Trigger

               

            
	 	
              (A)

            	
               ̈

            	
              Separation
      from Service prior
      to:  ________________________________________

            
	 	
              (B)

            	
              þ

            	
              Separation
      from Service

            
	 	
              (C)

            	
               ̈

            	
              Death

            
	 	
              (D)

            	
               ̈

            	
              Change
      in Control

            


    

    


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    (b)          Distribution
Election Change

    


                A  Participant

    


    
      	 	
              (1)  ̈

            	
              shall

            
	 	
              (2)
      þ

            	
              shall
      not

            


    

    


    be
permitted to modify a scheduled distribution election in accordance with Section
8.01(b) hereof.

    


    
      	
               
      

            	
              (c)

            	
              Commencement
      of Distributions

            


    

    


    
      	
               
      

            	
              (1)

            	
              Each
      lump sum distribution and the first distribution in a series of
      installment payments (if applicable) shall commence as elected in (A), (B)
      or (C) below:

            


    

    


    
      	 	
              (A)
      þ

            	
              Monthly
      on the 1st
      day of the month which day next follows the applicable triggering event
      described in 1.07(a).

            
	 	
              (B)
       ̈

            	
              Quarterly
      on the _____ day of the following months ____________, ______________,
      _______________, or____________ (list one month in each calendar quarter)
      which day next follows the applicable triggering event described in
      1.07(a).

            
	 	
              (C)
       ̈

            	
              Annually
      on the _____ day of ____________ (month) which day next follows the
      applicable triggering event described in
  1.07(a).

            


    

    


    (Note:  Notwithstanding
the above: a six-month delay shall be imposed with respect to certain
distributions to Specified Employees; a Participant who chooses payment on a
Specified Date will choose a month, year or quarter (as applicable) only, and
payment will be made on the applicable date elected in (A), (B) or (C) above
that falls within such month, year or quarter elected by the
Participant.)

    


    
      	
               
      

            	
              (2)

            	
              The
      commencement of distributions pursuant to the events elected in Section
      1.07(a)(1) and Section 1.07(a)(3) shall be modified by application of the
      following:

            


    

    


    
      	 	
              (A)  ̈

            	
              Separation
      from Service Event Delay – Separation from Service will be treated as not
      having occurred for   months after the
      date of such event.

               

            
	 	
              (B)  ̈

            	
              Plan
      Level Delay – all distribution events (other than those based on Specified
      Date or Specified Age) will be treated as not having occurred for _____
      days (insert number of days but not more than 30).

               

            


    

    


    


    (d)          Installment
Frequency and Duration

    


    If
installments are available under the Plan pursuant to Section 1.07(a), a
Participant shall be permitted to elect that the installments will be paid (Complete 1 and 2
below):

    


                           
(1)             at
the following intervals:

    


    
      	 	
              (A)  ̈

            	
              Monthly
      commencing on the day elected in Section 1.07(c)(1).

            
	 	
              (B)  ̈

               

            	
              Quarterly
      commencing on the day elected in Section1.07(c)(1) (with payments made at
      three-month intervals thereafter).

            
	 	
              (C)
       ̈

            	
              Annually
      commencing on the day elected in Section
  1.07(c)(1).

            


    

    


    


    
      	
               
      

            	
              (2)

            	
              over
      the following term(s) (Complete either (A) or
      (B)):

            


    

    


    
      	
               
      

            	
              (A)
       ̈

            	
              Any
      term of whole years between ____ (minimum of 1) and
      ____  (maximum of 30).

            


    

                                     
(B)  ̈                   Any
of the whole year terms selected below.

    


    
      	
               ̈  1

            	
               ̈  2

            	
               ̈  3

            	
               ̈  4

            	
               ̈  5

            	
               ̈  6

            
	
               ̈  7

            	
               ̈  8

            	
               ̈  9

            	
               ̈
10

            	
               ̈
11

            	
               ̈
  12

            
	
               ̈
13

            	
               ̈
14

            	
               ̈
15

            	
               ̈
16

            	
               ̈
17

            	
               ̈
  18

            
	
               ̈
19

            	
               ̈
20

            	
               ̈
21

            	
               ̈
22

            	
               ̈
23

            	
               ̈
  24

            
	
               ̈
25

            	
               ̈
26

            	
               ̈
27

            	
               ̈
28

            	
               ̈
29

            	
               ̈
  30

            


    

    


    (Note:  Only
elect a term of one year if Section 1.07(d)(1)(A) and/or Section 1.07(d)(1)(B)
is elected above.)

     

    
 

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    (e)          Conversion
to Lump Sum

    


    
      	 	
               ̈

            	
              Notwithstanding
      anything herein to the contrary , if the Participant’s vested Account at
      the time such Account becomes payable to him hereunder does not exceed $
        distribution of the
      Participant’s vested Account shall automatically be made in the form of a
      single lump sum at the time prescribed in Section 1.07(c)(1).

               

            


    

    
      	
               
      

            	
              (f)

            	
              Distribution
      Rules Applicable to Pre-effective Date
Accruals

            


    

    


    
      	 	
               ̈

            	
              Benefits
      accrued under the Plan (subject to Code section 409A) prior to the date in
      Section 1.01(b)(1) above are subject to distribution rules not described
      in  Section 1.07(a) through (e), and such rules are described in
      Attachment A Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION
      RULES.

            


    

    


    


    1.08            VESTING
SCHEDULE

    


    
      	
               
      

            	
              (a)

            	
              (1)

            	
              The
      Participant’s vested percentage in Matching Contributions elected in
      Section 1.05(b)

            


    

    shall be
based upon the following schedule and unless Section 1.08(a)(2) is
checked

    below
will be based on the elapsed time method as described in Section
7.03(b).

    


    


    (2)           £ Vesting shall be based on
the class year method as described in Section 7.03(c).

    


    (b)           (1)           The
Participant’s vested percentage in Employer Contributions elected in Section
1.05(c)

    shall be
based upon the following schedule and unless Section 1.08(b)(2) is checked below
will be based on the elapsed time  method as described in Section
7.03(b).

    


    
      	
              Years of Service

            	
              Vesting %

            
	
              1

            	
              100

            


    

    


    


    (2)           £ Vesting shall be based on
the class year method as described in Section 7.03(c).

    


    (c)            ̈  Years
of Service shall exclude (Check one.):

    


    
      	
               
      

            	
              (1)   ̈

            	
              for
      new plans, service prior to the Effective Date as defined in Section
      1.01(b)(2)(A).

            


    

    


    
      	
               
      

            	
              (2)   ̈

            	
              for
      existing plans converting from another plan document, service prior to the
      original  Effective Date as defined in Section
      1.01(b)(2)(B).

            


    

    


    (Note:  Do
not elect to apply this Section 1.08(c) if vesting is based only on the class
year method.)

    


    


    
      	
               
      

            	
              (d)

            	
               ̈

            	
              Notwithstanding
      anything to the contrary herein, a Participant will forfeit his
      Matching

            


    

    Contributions
and Employer Contributions (regardless of whether vested) upon the occurrence of
the following event(s):

    
      	
              ____________________________________________________________

               

              ____________________________________________________________

            


    

    


    (Note:
Contributions with respect to Directors, which are 100% vested at all times, are
subject to the rule in this subsection (d).)

    


    
      	
               
      

            	
              (e)

            	
              A
      Participant will be 100% vested in his Matching Contributions and Employer
      Contributions upon (Check the appropriate
      box(es)):

            


    

     

                                  
(1)  ̈                      Retirement
eligibility is the date the Participant attains age 0 and
completes

    0 Years of Service,
as defined in Section 7.03(b).

     

     

                                  
(2) o   
Death    


    
      	
               
      

            	
              (3)
       ̈

            	
              The
      date on which the Participant becomes disabled, as determined under
      Section 1.07(a)(2).

            


    

    


    (Note:  Participants
will automatically vest upon Change in Control if Section 1.07(a)(1)(G) is
elected.)

    


    
      	
               
      

            	
              (f)

            	
               ̈

            	
              Years
      of Service in Section 1.08 (a)(1) and Section 1.08 (b)(1) shall include
      service with the following
employers:

            


    

    _________________________________________________________________

    


    _________________________________________________________________

    


     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    1.09            INVESTMENT
DECISIONS

    


    A
Participant’s Account shall be treated as invested in the Permissible
Investments as directed by the Participant unless otherwise provided
below:

    


    ___________________________________________________________________

    


    ___________________________________________________________________

    


    


    


    1.10            ADDITIONAL
PROVISIONS

    


    The
Employer may elect Option below and complete the Superseding Provisions Addendum
to describe overriding provisions that are not otherwise reflected in this
Adoption Agreement.

    


    
      	
               
      

            	
              þ

            	
              The Employer has completed the
      Superseding Provisions Addendum to reflect the provisions of the Plan that
      supersede provisions of this Adoption Agreement and/or the Basic Plan
      Document.

            


    

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    EXECUTION
PAGE

    (Fidelity’s
Copy)

    


    


    


    IN
WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed
this ________day of _______________, 20_______.

    


    


    Employer                      

    


    


    By                      

    


    


    Title                      

    


    


    


    


    


    



    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    EXECUTION
PAGE

    (Employer's
Copy)

    


    


    


    IN
WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed
this ________day of _______________, 20______.

    


    


    Employer                      

    


    


    By                      

    


    


    Title                      

    


    


    



    
      
         


      

      
        11

        
          

        

      

      
         


      

    


     AMENDMENT
EXECUTION PAGE

    (Fidelity’s
Copy)

    


    


    
      	
              Plan
      Name:

            	
              Cabot
      Microelectronics Corporation Supplemental Employee Retirement Plan (the
      “Plan”)

            
	
              Employer:

            	
              Cabot
      Microelectronics Corporation

            


    

    


    (Note:
These execution pages are to be completed in the event the Employer modifies any
prior election(s) or makes a new election(s) in this Adoption
Agreement.  Attach the amended page(s) of the Adoption Agreement to
these execution pages.)

    


    The
following section(s) of the Plan are hereby amended effective as of the date(s)
set forth below:

    


    
      	
               

              Section
      Amended

            	
               

              Effective
      Date

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    


    


    IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the
date below.

    


    
      	
               
      

            	
              Employer:

            	 


    

    


    
      	
               
      

            	
              By:

            	 


    

    


    
      	
               
      

            	
              Title:

            	 


    

    


    
      	
               
      

            	
              Date:

            	 


    

    


    


    



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


     AMENDMENT
EXECUTION PAGE

    (Employer’s
Copy)

    


    


    
      	
              Plan
      Name:

            	
              Cabot
      Microelectronics Corporation Supplemental Employee Retirement Plan (the
      “Plan”)

            
	
              Employer:

            	
              Cabot
      Microelectronics Corporation

            


    

    


    (Note:
These execution pages are to be completed in the event the Employer modifies any
prior election(s) or makes a new election(s) in this Adoption Agreement. Attach
the amended page(s) of the Adoption Agreement to these execution
pages.)

    


    
      	
               

              Section
      Amended

            	
               

              Effective
      Date

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    


    


    


    IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the
date below.

    


    


    
      	
               
      

            	
              Employer:

            	 


    

    


    
      	
               
      

            	
              By:

            	 


    

    


    
      	
               
      

            	
              Title:

            	 


    

    


    
      	
               
      

            	
              Date:

            	 


    

    



    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               ATTACHMENT
      A

            


    

    


    
      	
               
      

            	
              Re:   PRE
      EFFECTIVE DATE ACCRUAL DISTRIBUTION
RULES

            


    

    


    


    
      	
              Plan
      Name:

            	
              Cabot
      Microelectronics Corporation Supplemental Employee Retirement Plan (the
      “Plan”)

            


    

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    



    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    ATTACHMENT
B

    


    Re:  SUPERSEDING
PROVISIONS

    for

    
      	
              Plan
      Name:

            	
              Cabot
      Microelectronics Corporation Supplemental Employee Retirement Plan (the
      “Plan”)

            


    

    


     

    
      	 	
              (a)

            	
              Superseding
      Provision(s) – The following provisions supersede other provisions of this
      Adoption Agreement and/or the Basic Plan Document as described
      below:

            


    

     

    1.05  The employer
shall make a Deferral Contribution in accordance with section 4.01 on behalf of
each participant who has an executed salary reduction agreement in effect with
the employer for the Plan Year (or portion of the Plan Year) in question, not to
exceed 4% of compensation for that Plan Year.

     

     

     

    15