exhibit10_6.htm


    Exhibit
10.6

    


    Second
Amended and Restated

    Cabot
Microelectronics Corporation 2000 Equity Incentive Plan

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

    


    


    [Award
Date]

    


    [Director
Name]]

    [Director
Address]

    


    Dear
[Director 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 Units
(“RSUs”) Award (the “Award”) is hereby awarded to the Participant pursuant to
the terms of the Plan and this Restricted Stock Units Award Agreement (the
“Agreement”).  Each RSU represents the right to receive one share of
Company common stock (“Stock”) on the applicable vesting date pursuant to the
Agreement and the Plan.  A copy of the Plan is enclosed.

    


    
      	
              Participant

               

               

               

            	
              Type
      of Award

            	
               

              Number
      of Shares Subject to RSUs

               

            	
               

              Fair
      Market Value of Shares Subject to RSUs on   Date of Award,
      [Annual Meeting for Annual; Date of Election/ Appointment for
      Initial]

            	
               

              Participant
      ID Number

            
	
               

               

               

               

              [Director
      Name]

               

               

            	
               

              Restricted
      Stock Units (RSUs)

               

            	
               

              [_____]

            	
               

              [FMV/closing
      price on award date]

            	
               

              [xxx-xx-xxxx]

               

            
	
              Date
      of Award

                        [AD]

            	
              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%
      [2nd
      anniv. AD]; [1st
      anniv. AD]

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

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

            	
              The
      Award.  The Award shall become vested and the Participant
      shall be entitled to receive one share of Stock for each vested RSU 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]

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

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

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

            


    

    


    The Award
will be fully vested and the Participant shall be entitled to receive one share
of Stock for each RSU granted pursuant to this Agreement in the event of the
Participant’s death, Disability or a Change in Control, as defined
below.  In addition, upon the Participant’s termination of Service as
a Director of the Company for any reason other than by reason of Cause, death,
Disability or a Change in Control, if at such time the Participant has completed
at least the equivalent of two full terms as a Director of the Company, as
defined in the Company’s bylaws, the Award will be fully vested and the
Participant shall be entitled to receive one share of Stock for each RSU granted
pursuant to this Agreement.  Otherwise, upon the Participant’s
termination of Service as a Director of the Company, 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 of 1986, as amended (“Code”).

    


    For
purposes hereof, “termination of Service” shall have the meaning of a
“separation from service” under Treasury Regulation § 1.409A-1(h).

    


    For
purposes hereof, the Plan’s definition of “Change in Control” is modified, to
the extent necessary, to avoid the imposition of an excise tax under Section
409A of the Code and the regulations thereunder (“Section 409A”), to mean a
"change in control event" as such term is defined for purposes of Section
409A.  For purposes of clarity, if an Award would, for example, vest
and be paid on a "Change in Control" as defined herein but payment of such Award
would violate the provisions of Section 409A, then the Award shall vest but will
be paid only in compliance with its terms and Section 409A (i.e., upon a permissible
payment event).

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              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 Underlying Stock.  As of the Date
      of Award, and until such time as the Participant becomes vested in the RSU
      and receives a share of Stock as provided in Section 4 of this Agreement,
      the Participant shall have no rights of a shareholder (including, to the
      extent applicable, voting and dividend rights) as to each share of Stock
      subject to the RSU.

            


    

     

    
      	
              4.  

            	
              Delivery of
      Stock.  As soon as reasonably practicable following each
      vesting date, one or more stock certificates for the appropriate number of
      shares of Stock 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/Tax
      Withholding.  The Participant will generally be taxed on
      the Fair Market Value of the shares of Stock subject to the Award on the
      date(s) such shares of Stock are payable to the Participant according to
      the vesting terms above.  This income will be taxed as ordinary
      income but will not be 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.

            


    

    


    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.

    


    
      	
              6.  

            	
              Transferability.  The
      Award 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 shall
      remain subject to the terms of the
Plan.

            


    

    


    
      	
              7.  

            	
              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.

            


    

    


    
      	
              8.  

            	
              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.

            


    

    


    
      	
              9.  

            	
              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.

            


    

    


    
      	
              10.  

            	
              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.

            


    

    


    
      	
              11.  

            	
              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.

            


    

    


    
      	
              12.  

            	
              Governing
      Law.  This Agreement shall be construed under the laws of
      the State of Delaware.

            


    

    


     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