X0304 4 2012-03-14 0001102934 CABOT MICROELECTRONICS CORP CCMP 0001436880 Li David H C/O CABOT MICROELECTRONICS CORPORATION 870 COMMONS DRIVE AURORA IL 60504 1 VP, Asia Pacific Region Common Stock 2012-03-14 4 M 0 5440 35.42 A 21671.3221 D Common Stock 2012-03-14 4 S 0 5440 39.1372 D 16231.3221 D Common Stock 2012-03-14 4 M 0 4352 34.33 A 20583.3221 D Common Stock 2012-03-14 4 S 0 4352 39.1372 D 16231.3221 D Common Stock 2012-03-14 4 M 0 6745 28.62 A 22976.3221 D Common Stock 2012-03-14 4 S 0 6745 39.1372 D 16231.3221 D Stock Options (Right to Buy) 35.42 2012-03-14 4 M 0 5440 0 D 2003-12-11 2012-12-11 Common Stock 5440 0 D Stock Options (Right to Buy) 34.33 2012-03-14 4 M 0 4352 0 D 2003-05-01 2012-05-01 Common Stock 4352 0 D Stock Options (Right to Buy) 28.62 2012-03-14 4 M 0 6745 0 D 2011-12-01 2020-12-01 Common Stock 6745 20237 D Stock Options (Right to Buy) 33.72 2004-12-11 2013-12-11 Common Stock 2611 2611 D Stock Options (Right to Buy) 26.05 2005-12-10 2014-12-10 Common Stock 1813 1813 D Stock Options (Right to Buy) 25.79 2008-11-30 2017-11-30 Common Stock 4206 4206 D Stock Options (Right to Buy) 16.00 2009-12-01 2018-12-01 Common Stock 8196 8196 D Stock Options (Right to Buy) 21.45 2010-12-01 2019-12-01 Common Stock 13491 13491 D Stock Options (Right to Buy) 27.94 2012-12-01 2021-12-01 Common Stock 25241 25241 D Sale to cover exercise price of, and taxes related to, exercise of stock options. Stock options subject to this grant is now fully vested. 2010 (FY11) Non-Qualified Stock Option Grant Vesting Schedule: 25% 12/1/2011, 25% 12/1/2012, 25% 12/1/2013, 25% 12/1/2014. Vesting Schedule: 25% 12/10/05, 25% 12/10/06, 25% 12/10/07, 25% 12/10/08. Vesting Schedule: 25% 11/30/08 25% 11/30/09 25% 11/30/10 25% 11/30/11 2008 Stock Option Grant Award Vesting Schedule: 25% 12/1/2009, 25% 12/1/2010, 25% 12/1/2011, 25% 12/1/2012 2009 (FY10) Non-Qualified Stock Option Grant Vesting Schedule: 25% 12/1/2010, 25% 12/1/2011, 25% 12/1/2012, 25% 12/1/2013 2011 (FY12) Non-Qualified Stock Option Grant Vesting Schedule: 25% 12/1/2012, 25% 12/1/2013, 25% 12/1/2014, 25% 12/1/2015. 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). As a result of 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 of March 1, 2012 and an ex-dividend date of March 2, 2012, the option award was proportionally adjusted on March 2, 2012 to preserve its value in connection with the Dividend, as required by Section 8.6 of the EIP and approved by the Compensation Committee of the Board of Directors of the Company. 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). This option pursuant to the EIP, was previously reported by the reporting person as an option for 3,750 shares of common stock at an exercise price of $51.37. This option pursuant to the EIP, was previously reported by the reporting person as an option for 3,000 shares of common stock at an exercise price of $49.80. This option pursuant to the EIP, was previously reported by the reporting person as an option for 18,600 shares of common stock at an exercise price of $41.51. This option pursuant to the EIP, was previously reported by the reporting person as an option for 1,800 shares of common stock at an exercise price of $48.91. This option pursuant to the EIP, was previously reported by the reporting person as an option for 2,500 shares of common stock at an exercise price of $37.78. This option pursuant to the EIP, was previously reported by the reporting person as an option for 2,900 shares of common stock at an exercise price of $37.40. This option pursuant to the EIP, was previously reported by the reporting person as an option for 22,600 shares of common stock at an exercise price of $23.21. This option pursuant to the EIP, was previously reported by the reporting person as an option for 18,600 shares of common stock at an exercise price of $31.11. This option pursuant to the EIP, was previously reported by the reporting person as an option for 17,400 shares of common stock at an exercise price of $40.52. /s/ H. Carol Bernstein (Power of Attorney) 2012-03-15