X0304 4 2012-03-02 0001102934 CABOT MICROELECTRONICS CORP CCMP 0001116705 KLEIN BARBARA A C/O CABOT MICROELECTRONICS CORPORATION 870 COMMONS DRIVE AURORA IL 60504 1 Common Stock 2012-03-02 4 J 0 676 0 A 11176 D Common Stock 2012-03-02 4 J 0 901 0 A 12077 D Common Stock 2012-03-06 4 A 0 2000 0 A 14077 D Stock Options (Right to Buy) 33.89 2012-03-06 4 A 0 6000 0 A 2013-03-06 2022-03-06 Common Stock 6000 6000 D Stock Options (Right to Buy) 22.78 2008-04-02 2018-04-02 Common Stock 10880 10880 D Stock Options (Right to Buy) 22.78 2009-04-02 2018-04-02 Common Stock 8704 8704 D Stock Options (Right to Buy) 13.11 2010-03-03 2019-03-03 Common Stock 8704 8704 D Stock Options (Right to Buy) 24.97 2011-03-02 2020-03-02 Common Stock 8704 8704 D Stock Options (Right to Buy) 33.90 2012-03-08 2021-03-08 Common Stock 8704 8704 D This restricted stock unit ("RSU") award pursuant to the Second Amended and Restated 2000 Equity Incentive Plan ("EIP") was previously reported by the reporting person as a RSU convertible into 2,000 shares of common stock. As required by Section 8.6 of the EIP and approved by the Compensation Committee of the Board of Directors of the Company, the unvested portion of the RSU award was proportionally adjusted on March 2, 2012 to preserve its value in connection with a leveraged recapitalization of the Company via a special cash dividend (the "Dividend") of $15.00 per share declared on February 13, 2012 with a record date of February 23, 2012, a payable date date of March 1, 2012 and an ex-dividend date of March 2, 2012. The number of shares of common stock underlying the unvested portion of the RSU award was increased proportionately to preserve its value as a result of the Dividend. The number of shares of common stock underlying the unvested portion of the RSU award was increased by a factor of 1.45068 rounded down to the nearest whole unit, which is a ratio of the Official Nasdaq Closing Price of $51.92 on March 1, 2012, the day immediately before the ex-dividend date, to the Official Nasdaq Opening Price of $35.79 on March 2, 2012, the day the ex-dividend date. The mandatory adjustments in connection with the Dividend were exempt from Section 16(b). This "RSU" award pursuant to the EIP was previously reported by the reporting person as a RSU convertible into 2,000 shares of common stock. Directors' Annual (2012) Restricted Stock Unit Award pursuant to 2012 Omnibus Incentive Plan ("OIP"). 100% will vest on 3/6/2013. Directors' Annual (2012) Non-Qualified Stock Option Grant pursuant to 2012 Omnibus Incentive Plan ("OIP"). 100% will vest on 3/6/2013. Directors' Initial Non-qualified stock option award vesting schedule: 25% 4/2/08, 25% 4/2/09, 25% 4/2/10, 25% 4/2/11 Directors' Annual (2008) Non-qualified stock option award vesting schedule: 25% 4/2/09, 25% 4/2/10, 25% 4/2/11, 25% 4/2/12 Directors' Annual (2009) Non-Qualified Stock Option Award Vesting Schedule: 25% 3/3/2010; 25% 3/3/2011; 25% 3/3/2012; 25% 3/3/2013. Directors' Annual (2010) Non-Qualified Stock Option Award Vesting Schedule: 25% 3/2/2011; 25% 3/2/2012; 25% 3/2/2013; 25% 3/2/2014. Directors' Annual (2011) Non-Qualified Stock Option Award: 100% will vest on 3/8/2012. This option pursuant to the EIP, was previously reported by the reporting person as an option for 6,000 shares of common stock at an exercise price of $33.04. This option pursuant to the EIP, was previously reported by the reporting person as an option for 6,000 shares of common stock at an exercise price of $33.04. This option pursuant to the EIP, was previously reported by the reporting person as an option for 6,000 shares of common stock at an exercise price of $19.01. This option pursuant to the EIP, was previously reported by the reporting person as an option for 6,000 shares of common stock at an exercise price of $36.22. This option pursuant to the EIP, was previously reported by the reporting person as an option for 6,000 shares of common stock at an exercise price of $49.17. Required by Section 8.6 of the EIP and approved by the Compensation Committee of the Board of Directors of the Company, the exercise price of the option was proportionally adjusted on March 2, 2012 to preserve its value as a result of the leveraged recapitalization via the Dividend. The exercise price of each outstanding stock option was decreased by a factor of 0.68933 rounded up to the nearest whole cent, which is a ratio of the Official Nasdaq Opening Price of $35.79 on March 2, 2012, the ex-dividend date, to the Official Nasdaq Closing Price of $51.92 on March 1, 2012, the day immediately before the ex-dividend date. The mandatory adjustments in connection with the Dividend were exempt from Section 16(b). Also as a result of the leveraged recapitalization via the Dividend, the number of stock options subject to each outstanding award was increased proportionately to preserve its value as a result of the Dividend. The number of stock options was increased by a factor of 1.45068 rounded down to the nearest whole option, which is a ratio of the Official Nasdaq Closing Price of $51.92 on March 1, 2012, the day immediately before the ex-dividend date, to the Official Nasdaq Opening Price of $35.79 on March 2, 2012, the ex-dividend date. The mandatory adjustments in connection with the Dividend were exempt from Section 16(b). /s/ H. Carol Bernstein (Power of Attorney) 2012-03-08