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                                                                   Exhibit 10.15

                       CABOT MICROELECTRONICS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN


                                    ARTICLE I

                                  INTRODUCTION

1.01  Purpose. The purpose of the Cabot Microelectronics Corporation Employee
      Stock Purchase Plan (the "Plan") is to provide employees of Cabot
      Microelectronics Corporation (the "Company") and its Designated Subsidiary
      Corporations with an opportunity to purchase Common Stock of the Company
      through accumulated payroll deductions.


1.02  Rules of Interpretation. It is the intention of the Company to have the
      Plan qualify as an "employee stock purchase plan" under Section 423 of the
      Internal Revenue Code of 1986, as amended (the "Code"), and the provisions
      of the Plan, accordingly, shall be construed so as to extend and limit
      participation in a manner consistent with the requirements of that section
      of the Code; provided, however, that the Committee shall have the
      discretion to cause the options granted in one or more Offering Periods
      under the Plan to be options to which Section 423 of the Code does not
      apply.




                                   ARTICLE II

                                   DEFINITIONS

2.01 "Board" shall mean the Board of Directors of the Company.


2.02  "Change in Capitalization" shall mean any increase or reduction in the
      number of shares of Common Stock, or any change (including, but not
      limited to, in the case of a spin-off, dividend or other distribution in
      respect of shares of Common Stock, a change in value) in the shares of
      Common Stock or exchange of shares of Common Stock for a different number
      or kind of shares, other equity interests or other property of the Company
      or another entity, by reason of a reclassification, recapitalization,
      merger, consolidation, reorganization, spin-off, split-up, issuance of
      warrants or rights or debentures, stock dividend, stock split or reverse
      stock split, cash dividend, property dividend, combination or exchange of
      shares, repurchase of shares, change in corporate structure or otherwise.


2.03 "Change in Control" shall be as defined in Appendix A.


2.04 "Code" shall mean the Internal Revenue Code of 1986, as amended.


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2.05 "Common Stock" shall mean the Common Stock of the Company.


2.06  "Company" shall mean Cabot Microelectronics Corporation, a Delaware
      corporation.


2.07  "Compensation" shall mean the gross cash compensation (including base
      salary, shift premium, overtime earnings and cash bonuses exclusive of
      relocation and sign-on bonuses) paid by the Company or a Designated
      Subsidiary Corporation in accordance with the terms of employment, but
      excluding all bonus payments, expense allowances and compensation paid in
      a form other than cash.


2.08 "Committee" shall mean the committee described in Article XI.


2.09  "Designated Subsidiary Corporation" shall mean any Subsidiary of the
      Company which has been designated by the Committee from time to time in
      its sole discretion as eligible to participate in the Plan.


2.10  "Employee" shall mean any individual who is a common law employee of the
      Company or a Designated Subsidiary Corporation for tax purposes whose
      customary employment with the Company is at least twenty (20) hours per
      week and more than five (5) months in any calendar year.


2.11 "Enrollment Date" shall mean the first day of each Offering Period.


2.12 "Exercise Date" shall mean the last day of each Offering Period.


2.13  "Fair Market Value" shall mean, as of any date, the value of a share of
      Common Stock determined as follows:


      2.13.1  If the Common Stock is listed on any established stock exchange or
              a national market system, including without limitation the Nasdaq
              National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
              Market, its Fair Market Value shall be the closing sales price for
              a share of Common Stock (or the closing bid, if no sales were
              reported) as quoted on such exchange or system on the date of such
              determination, as reported in The Wall Street Journal or such
              other source as the Committee deems reliable, or;


      2.13.2  If the Common Stock is regularly quoted by a recognized securities
              dealer but selling prices are not reported, its Fair Market Value
              shall be the mean of the closing bid and asked prices for a share
              of the Common Stock on the date of such determination, as reported
              in The Wall Street Journal or such other source as the Committee
              deems reliable, or;

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      2.13.3  In the absence of an established market for the Common Stock, the
              Fair Market Value of a share thereof shall be determined in good
              faith by the Committee.


      2.13.4  Notwithstanding the above, in the case of the first day of the
              initial Offering Period, Fair Market Value shall mean the public
              offering price in the Initial Public Offering.


2.14  "Initial Public Offering" shall mean the first public offering of the
      Common Stock pursuant to the Securities Act of 1933, as amended.


2.15  "Offering Period" shall mean a period of approximately six (6) months
      commencing on the first Trading Day on or after January 1st and
      terminating on the last Trading Day in the period ending the following
      June 30th, or commencing on the first Trading Day on or after July 1st and
      terminating on the last Trading Day in the period ending the following
      December 31st, provided, however, that the first Offering Period under the
      Plan shall commence on the first date on which quotations are available
      for the Common Stock on any established stock exchange or a national
      market system and shall end on a Trading Day selected by the Committee
      consistent with Section 423 of the Code. The duration of Offering Periods
      may be changed pursuant to Sections 13.05 and 13.06.


2.16  "Plan Representative" shall mean any person designated from time to time
      by the Committee to receive certain notices and take certain other
      administrative actions relating to participation in the Plan.


2.17  "Plan" shall mean the Cabot Microelectronics Corporation Employee Stock
      Purchase Plan.


2.18  "Purchase Price" shall mean an amount set by the Committee, but not less
      than the lesser of 85% of the Fair Market Value of a share of Common Stock
      on the Enrollment Date or on the Exercise Date, whichever is lower;
      provided, however, that the Purchase Price may be adjusted by the Board
      pursuant to Section 13.06.


2.19  "Subsidiary" shall mean a corporation, domestic or foreign, of which not
      less than 50% of the voting shares are held by the Company or a
      Subsidiary, whether or not such corporation now exists or is hereafter
      organized or acquired by the Company or a Subsidiary.


2.20  "Trading Day" shall mean a day on which national stock exchanges and the
      Nasdaq System are open for trading.

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                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

3.01  Eligibility. Each Employee on an Enrollment Date of an Offering Period
      shall be eligible to participate in such Offering Period. Persons who are
      not Employees shall not be eligible to participate in such Offering
      Period. Employees of Cabot Corporation and its subsidiaries, other than
      the Company and its Designated Subsidiary Corporations, are not eligible
      to participate in the Plan.


3.02  Restrictions on Participation. Notwithstanding any provision of the Plan
      to the contrary, no Employee shall be granted an option to purchase shares
      of Common Stock under the Plan:


      3.02.1  If, immediately after the grant, such Employee would own stock
              and/or hold outstanding options to purchase stock possessing 5% or
              more of the total combined voting power or value of all classes of
              stock of the Company (for purposes of this paragraph, the rules of
              Section 424(d) of the Code shall apply in determining stock
              ownership of any Employee); or


      3.02.2  If such Employee's rights to purchase stock under all employee
              stock purchase plans of the Company accrue at a rate which exceeds
              $25,000 of Fair Market Value of the stock (determined at the time
              such option is granted) for each calendar year in which such
              option is outstanding at any time.


3.03  Commencement of Participation. An Employee may become a participant by
      completing an authorization for payroll deductions on the form provided by
      the Company and filing the completed form with the Plan Representative on
      or before the filing date set therefor by the Committee, which date shall
      be prior to the next Enrollment Date. Payroll deductions for a participant
      shall commence on the next following Enrollment Date after the Employee's
      authorization for payroll deductions becomes effective and shall continue
      until termination of the Plan, the participant's earlier termination of
      participation in the Plan, or the participant's change in payroll
      deductions pursuant to Section 5.03. Each participant in the Plan shall be
      deemed to continue participation until termination of the Plan or such
      participant's earlier termination of participation in the Plan pursuant to
      Article VIII below.




                                   ARTICLE IV
                     STOCK SUBJECT TO THE PLAN AND OFFERINGS

4.01  Stock Subject to the Plan. Subject to the provisions of Section 13.03 of
      the Plan, the Board shall reserve for issuance under the Plan an aggregate
      four hundred seventy-five thousand (475,000) shares of the Company's
      Common Stock, which shares shall be authorized but unissued shares of
      Common Stock, treasury


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      shares, or shares of Common Stock purchased by the Company or the Plan on
      an established stock exchange or a national market system.


4.02  Offerings. The Plan will be implemented by two annual offerings of the
      Company's Common Stock each calendar year. Each offering will be
      outstanding during the applicable Offering Period.




                                    ARTICLE V
                               PAYROLL DEDUCTIONS

5.01  Amount of Deduction. The form described in Section 3.03 will permit a
      participant to elect payroll deductions of any whole percentage from one
      percent (1%) through ten percent (10%) of such participant's Compensation
      for each pay period during an Offering Period.


5.02  Participant's Account. All payroll deductions made for a participant shall
      be credited to an account established for such participant under the Plan.
      A participant may not make any separate cash payment into such account.


5.03  Changes in Payroll Deductions. A participant may reduce or increase future
      payroll deductions (within the limits described in Section 5.01) by filing
      with the Plan Representative a form provided by the Company for such
      purpose. The effective date of any increase or reduction in future payroll
      deductions will be the next following payroll period succeeding processing
      of the change form.


                                   ARTICLE VI
                               GRANTING OF OPTION

6.01  Number of Option Shares. On an Enrollment Date each participant shall be
      deemed to have been granted an option to purchase a number of shares of
      Common Stock determined by dividing the participant's accumulated payroll
      deductions on the Exercise Date by the lower of (i) 85% of the Fair Market
      Value of a share of Common Stock on the Enrollment Date or (ii) 85% of the
      Fair Market Value of a share of Common Stock on the Exercise Date;
      subject, however, to any applicable limitations contained in this Plan. In
      addition, the maximum number of shares a participant may purchase with
      respect to any Offering Period is that number of shares determined by
      dividing $12,500 by the Fair Market Value of a share of Common Stock on
      the Enrollment Date; provided, however, the maximum number of shares a
      participant may purchase with respect to the first Offering Period is that
      number of shares determined by dividing $25,000 by the Fair Market Value
      of a share of Common Stock on the Enrollment Date.

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                                   ARTICLE VII
                               EXERCISE OF OPTION

7.01  Automatic Exercise. Subject to the next following sentence, each Plan
      participant's option for the purchase of stock with payroll deductions
      made during any Offering Period will be exercised automatically on the
      applicable Exercise Date for the purchase of the number of full and deemed
      fractional shares of Common Stock which the accumulated payroll deductions
      in the participant's account at the time will purchase at the Purchase
      Price (but not in excess of the maximum number of shares determined
      pursuant to Section 6.01), and any excess accumulated payroll deductions
      which, but for this limitation, would have been used to purchase shares,
      will be held for the purchase of Common Stock on the next following
      Exercise Date without interest. The Committee shall have the discretion to
      reduce the number of shares of Common Stock to be purchased by
      participants with respect to an Offering Period and to allocate such
      reduced number of shares of Common Stock among participants in such
      Offering Period, so long as such reduction and allocation is done in a
      manner consistent with Section 423 of the Code. Any payroll deductions not
      applied to the purchase of shares of Common Stock by reason of the
      reduction pursuant to this Section 7.01 shall be promptly refunded to
      participants after the Exercise Date of the Offering Period to which such
      reduction applies.


7.02  Withdrawal of Account. No participant in the Plan shall be entitled to
      withdraw any amount from the accumulated payroll deductions in his or her
      account; provided, however, that a participant's accumulated payroll
      deductions shall be refunded to the participant as and to the extent
      specified in Section 8.01 below upon termination of such participant's
      participation in the Plan.


7.03  Fractional Shares. Fractional shares of Common Stock will not be issued
      under the Plan. Any deemed fractional share of Common Stock purchased by a
      Participant pursuant to Section 7.01 hereof will be combined with any
      deemed fractional shares purchased by the Participant in subsequent
      Offering Periods and whole shares of Common Stock then issued therefor.
      The Fair Market Value of all deemed fractional shares shall be paid in
      cash.


7.04  Exercise of Options. During a participant's lifetime, options held by such
      participant shall be exercisable only by such participant.


7.05  Delivery of Stock. As promptly as practicable after each Exercise Date,
      the Company will deliver to each participant the shares of Common Stock
      purchased upon exercise of such participant's option. The Company may
      deliver such shares in certificated or book entry form, at the Company's
      sole election.


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                                  ARTICLE VIII
                                   WITHDRAWAL

8.01  In General. A participant may stop participating in the Plan at any time
      by giving written notice to the Plan Representative. Upon processing of
      any such written notice, no further payroll deductions will be made from
      the participant's Compensation during such Offering Period or thereafter,
      unless and until such participant elects to resume participation in the
      Plan by providing written notice to the Plan Representative pursuant to
      Section 3.03 above. Such participant's payroll deductions accumulated
      prior to processing of such notice shall be applied toward purchasing full
      and deemed fractional shares of Common Stock in the then-current Offering
      Period as provided in Section 7.01 above unless the participant requests
      in writing to have the accumulated payroll deductions and cash in lieu of
      deemed fractional shares returned to him or her.


8.02  Effect on Subsequent Participation. A participant's withdrawal from any
      Offering Period will not have any effect upon such participant's
      eligibility to participate in any succeeding Offering Period or in any
      similar plan which may hereafter be adopted by the Company and for which
      such participant is otherwise eligible.


8.03  Termination of Employment. Upon termination of a participant's employment
      with the Company or any Designated Subsidiary Corporation (as the case may
      be) for any reason, including retirement but excluding death, the
      participant's payroll deductions accumulated prior to such termination, if
      any, shall be applied toward purchasing full and deemed fractional shares
      of Common Stock in the then-current Offering Period so long as the
      Exercise Date with respect to such Offering Period occurs on or within
      three months following such termination; provided, however, that (1) the
      participant may request in writing to have the accumulated payroll
      deductions and cash in lieu of deemed fractional shares returned to him or
      her, and (2) upon termination of a participant's employment with the
      Company or any Designated Subsidiary Corporation (as the case may be) as a
      result of the participant's death, the participant's payroll deductions
      accumulated prior to such termination and cash in lieu of deemed
      fractional shares shall be paid to his or her estate.


                                   ARTICLE IX
                                    INTEREST

9.01  Payment of Interest. No interest will be paid or allowed on any money paid
      into the Plan or credited to the account of or distributed to any
      participant.

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                                    ARTICLE X
                                      STOCK

10.01 Participant's Interest in Option Stock. No participant will have any
      interest in shares of Common Stock covered by any option held by such
      participant until such option has been exercised as provided in Section
      7.01 above.


10.02 Registration of Stock. Shares of Common Stock purchased by a participant
      under the Plan will be recorded in the name of the participant, or, if the
      participant so directs by written notice to the Plan Representative prior
      to the applicable Exercise Date, in the names of the participant and the
      participant's spouse as joint tenants with rights of survivorship or as
      tenants by the entireties, to the extent permitted by applicable law.


10.03 Restrictions on Exercise. The Board may, in its discretion, require as
      conditions to the exercise of any option that the shares of Common Stock
      reserved for issuance upon the exercise of such option shall have been
      duly listed, upon official notice of issuance, upon a stock exchange or
      market, and that either:


      10.03.1  a registration statement under the Securities Act of 1933, as
               amended, with respect to said shares shall be effective, or


      10.03.2  the participant shall have represented at the time of purchase,
               in form and substance satisfactory to the Company, that it is his
               or her intention to purchase the shares for investment and not
               for resale or distribution.




                                   ARTICLE XI

                                 ADMINISTRATION

11.01  Appointment of Committee. The Plan shall be administered by the Board or
       a Committee of members of the Board appointed by the Board. The Board or
       its Committee shall have full and exclusive discretionary authority to
       construe, interpret and apply the terms of the Plan, to determine
       eligibility and to adjudicate all disputed claims filed under the Plan.
       Every finding, decision and determination made by the Board or its
       Committee shall, to the full extent permitted by law, be final and
       binding upon all parties.


11.02  Authority of Committee. Subject to the express provisions of the Plan,
       the Committee shall have plenary authority in its discretion to interpret
       and construe any and all provisions of the Plan, to adopt rules and
       regulations for administering the Plan, and to make all other
       determinations deemed necessary or advisable for administering the Plan.
       The Committee's determination of the foregoing matters shall be
       conclusive. Except as otherwise prohibited by

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       applicable law, the Committee may delegate some or all of its authority
       specified herein to the Plan Representative.


11.03  Rules Governing the Administration of the Committee. The Board may from
       time to time appoint members of the Committee in substitution for or in
       addition to members previously appointed and may fill vacancies, however
       caused, in the Committee. The Committee may select one of its members as
       its chairman, shall hold its meetings at such times and places as it
       shall deem advisable, and may hold telephonic meetings. All
       determinations of the Committee shall be made by a majority of its
       members. A decision or determination reduced to writing and signed by a
       majority of the members of the Committee shall be as fully effective as
       if it had been made by a majority vote at a meeting duly called and held.
       The Committee may appoint a secretary and shall make such rules and
       regulations for the conduct of its business as it shall deem advisable.


11.04  Rules and Procedures Applicable to Offering Periods. The Committee shall
       have the authority and discretion to adopt rules and procedures
       applicable to one or more Offering Periods under the Plan. Any such rules
       and procedures shall be established by the Committee and communicated to
       participants in advance of any Offering Period to which they apply. Such
       rules and procedures may, in the discretion of the Committee, cause the
       options granted under any such Offering Period to be options to which
       Section 423 of the Code does not apply.




                                   ARTICLE XII

                              FOREIGN JURISDICTIONS

      Notwithstanding any other provision in this Plan, the Committee may adopt
rules or procedures relating to the operation and administration of the Plan to
accommodate the specific requirements of local laws and procedures. Without
limiting the generality of the foregoing sentence, the Committee is specifically
authorized to adopt rules and procedures regarding handling of payroll
deductions, payment of interest, conversion of local currency, payroll tax,
withholding procedures and handling of stock certificates which vary in
accordance with the requirements of such local law and procedures. To the extent
that any such rules or procedures are adopted with respect to options granted in
an Offering Period to which Section 423 of the Code is intended to apply, the
Committee shall cause such rules and procedures to be consistent with Section
423 of the Code.




                                  ARTICLE XIII

                                  MISCELLANEOUS

13.01 Transferability. Neither payroll deductions credited to any participant's
      account nor any option or other rights with regard to the exercise of an
      option to receive Common Stock under the Plan may be assigned,
      transferred, pledged, or

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      otherwise disposed of in any way by the participant other than by will or
      the laws of descent and distribution. Any such attempted assignment,
      transfer, pledge or other disposition shall be without effect except that
      the Company may, in its discretion, treat such act as an election to
      withdraw from participation in the Plan in accordance with Section 8.01.


13.02 Use of Funds. All payroll deductions received or held by the Company under
      the Plan may be used by the Company for any corporate purpose. The Company
      shall not segregate such payroll deductions.


13.03 Adjustment Upon Changes in Capitalization; Change in Control.


      13.03.1     Changes in Capitalization.  Subject to any required action
                  by the stockholders of the Company, the Reserves, the
                  maximum number of shares each participant may purchase per
                  Offering Period (pursuant to Section 6.01), as well as the
                  Purchase Price and the number of shares of Common Stock
                  covered by each option under the Plan which has not yet
                  been exercised shall be proportionately adjusted for any
                  Change in Capitalization.  Such adjustment shall be made by
                  the Board, whose determination in that respect shall be
                  final, binding and conclusive.  Except as expressly
                  provided herein, no issuance by the Company of shares of
                  stock of any class shall affect, and no adjustment by
                  reason thereof shall be made with respect to, the number or
                  Purchase Price of shares of Common Stock subject to an
                  option.


      13.03.2     Change in Control. In the event of a Change in Control, the
                  Offering Period during which the Change in Control would
                  otherwise occur shall be accelerated and shall end on the last
                  payroll date immediately preceding the Change in Control.


13.04 Amendment or Termination. The Board shall have complete power and
      authority to terminate or amend the Plan; provided, however, that the
      Board shall not, without the approval of the shareholders of the Company,
      alter (i) the aggregate number of shares of Common Stock which may be
      issued under the Plan (except pursuant to Section 13.03 above), or (ii)
      the class of Employees eligible to receive options under the Plan, other
      than to designate Subsidiaries as Designated Subsidiary Corporations; and
      provided further, however, that, subject to Section 13.05 no termination,
      modification, or amendment of the Plan may, without the consent of an
      Employee then having an option under the Plan to purchase shares of Common
      Stock, adversely affect the rights of such Employee under such option. In
      addition, and notwithstanding anything contained in this Plan to the
      contrary, to the extent necessary under Section 423 of the Internal
      Revenue Code (or any successor rule or provision or any applicable law or


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      regulation), the Company shall obtain stockholder approval in such a
      manner and to such a degree as so required.


13.05 The Committee shall be entitled to change the Offering Periods, limit the
      frequency and/or number of changes in the amount withheld during an
      Offering Period, establish the exchange ratio applicable to amounts
      withheld in a currency other than U.S. dollars, permit payroll withholding
      in excess of the amount designated by a participant in order to adjust for
      delays or mistakes in the Company's processing of properly completed
      withholding elections, establish reasonable waiting and adjustment periods
      and/or accounting and crediting procedures to ensure that amounts applied
      toward the purchase of Common Stock for each participant properly
      correspond with amounts withheld from the participant's Compensation, and
      establish such other limitations or procedures as the Board (or its
      committee) determines in its sole discretion advisable which are
      consistent with the Plan, in each case so long as any such action is
      consistent with Section 423 of the Code. None of the foregoing actions
      shall be considered to have adversely affected any right of any
      participant.


13.06 In the event that the Committee determines that the ongoing operation of
      the Plan may result in unfavorable financial accounting consequences, the
      Committee may, in its discretion and, to the extent necessary or
      desirable, modify or amend the Plan to reduce or eliminate such accounting
      consequence including, but not limited to:


      13.06.1     changing the Purchase Price for any Offering Period including
                  an Offering Period underway at the time of the change in
                  Purchase Price;


      13.06.2     shortening any Offering Period so that the Offering Period
                  ends on a new Exercise Date, including an Offering Period
                  underway at the time of such action; and


      13.06.3     allocating shares of Common Stock to participants pursuant to
                  Section 7.01 hereof.


      None of the foregoing actions shall be considered to have adversely
      affected any right of any participant.


13.07 Notices. All notices or other communications by a participant to the
      Company under or in connection with the Plan shall be deemed to have been
      duly given when received in the form specified by the Company by the Plan
      Representative.


13.08 Conditions Upon Issuance of Shares. Shares shall not be issued with
      respect to an option unless the exercise of such option and the issuance
      and delivery of such shares pursuant thereto shall comply with all
      applicable provisions of law, domestic or foreign, including, without
      limitation, the Securities Act of 1933, as


<PAGE>   12

      amended, the Securities Exchange Act of 1934, as amended, the rules and
      regulations promulgated thereunder, and the requirements of any stock
      exchange upon which the shares may then be listed, and shall be further
      subject to the approval of counsel for the Company with respect to such
      compliance. As a condition to the exercise of an option, the Company may
      require the person exercising such option to represent and warrant at the
      time of any such exercise that the shares are being purchased only for
      investment and without any present intention to sell or distribute such
      shares if, in the opinion of counsel for the Company, such a
      representation is required by any of the aforementioned applicable
      provisions of law.


13.09 Effective Date. The Plan shall become effective as of its adoption by the
      Board, subject to approval by the holders of a majority of the shares of
      Common Stock, and shall continue in effect until the shares of Common
      Stock reserved for issuance under the Plan have been depleted, unless
      sooner terminated under Section 13.04 hereof. If the Plan is not so
      approved, the Plan shall not become effective.


13.10 No Employment Rights. The Plan does not, directly or indirectly, create in
      any person any right with respect to employment or continuation of
      employment by the Company or any Subsidiary, and it shall not be deemed to
      interfere in any way with the Company's or any Subsidiary's right to
      terminate, or otherwise modify, any Employee's employment at any time.


13.11 Effect of Plan. The provisions of the Plan shall, in accordance with its
      terms, be binding upon, and inure to the benefit of, all successors of
      each Employee participating in the Plan, including, without limitation,
      such Employee's estate and the executors, administrators or trustees
      thereof, heirs and legatees, and any receiver, trustee in bankruptcy or
      representative of creditors of such Employee.


13.12 Governing Law. The law of the State of Delaware will govern all matters
      relating to this Plan except to the extent superseded by the federal laws
      of the United States.





                                   APPENDIX A

A "Change in Control" shall be deemed to have occurred if, following the
"Distribution" (as defined in the Master Separation Agreement, dated March 28,
2000, to which the Company and Cabot Corporation are parties):

      (a) any "person" as such term is used in Sections 13(d) and 14(d) of the
1934 Act (other than (i) the Company, (ii) any subsidiary of the Company, (iii)
any trustee or other fiduciary holding securities under an employee benefit plan
of the Company or of


<PAGE>   13

any subsidiary of the Company, or (iv) any company owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Section 13(d) of the 1934 Act), together with
all Affiliates and Associates (as such terms are used in Rule 12b-2 of the
General Rules and Regulations under the 1934 Act) of such person, directly or
indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding securities; or

      (b) the stockholders of the Company approve a merger or consolidation of
the Company with any other company, other than (i) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
subsidiary of the Company, at least 65% of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (ii) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
after which no "person" (with the method of determining "beneficial ownership"
used in clause (a) of this definition) owns more than 25% of the combined voting
power of the securities of the Company or the surviving entity of such merger or
consolidation; or

      (c) during any period of two consecutive years (not including any period
prior to the execution of the Plan), individuals who at the beginning of such
period constitute the Board, and any new director (other than a director
designated by a person who has conducted or threatened a proxy contest, or has
entered into an agreement with the Company to effect a transaction described in
clause (a), (b) or (d) of this definition) whose election by the Board or
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved cease for any reason to constitute at least
a majority thereof; or

      (d) the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets.