exhibit10_15.htm


    Exhibit
      10.15

     

    Cabot
      Microelectronics Corporation

    Employee
      Stock Purchase Plan,

    as
      Amended and Restated September 17, 2007

    


     

    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.

            


    

     

     

    
      	
              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.

            


    

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
              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;

            


    

     

     

    
      	
              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

        
          

        

      

      
         

      

    

     

    
      	
              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.

            


    

     

    
      	
               

            	
              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.

            


    

     


    
      
              

                           
    

        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              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 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.

            


    

     

    


    
      	
               

            	
              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).  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 limitations of or 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.

            


    

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              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.

            


    

     

    
      	
               

            	
              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.

            


    

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    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.

            


    

     

    


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

            


    

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	
              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 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.

            


    

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	
              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 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.

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	
              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 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.

            


    

     


    
      
              

                         
    

        
        

      

      
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    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 27, 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 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
      30% 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
      60% 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 30% 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.

     

    



    
      
              

                         
    

        
        

      

      
        10