X0306 4 2012-06-30 0001102934 CABOT MICROELECTRONICS CORP CCMP 0001189839 PIKE DANIEL J C/O CABOT MICROELECTRONICS CORPORATION 870 COMMONS DRIVE AURORA IL 60504 1 VP, Corporate Development Common Stock 2012-06-30 4 A 0 375.902 24.829 A 52746.403 D Stock Options (Right to Buy) 35.42 2003-12-11 2012-12-11 Common Stock 78336 78336 D Stock Options (Right to Buy) 33.72 2004-12-11 2013-12-11 Common Stock 87040 87040 D Stock Options (Right to Buy) 21.77 2007-12-01 2016-12-01 Common Stock 34816 34816 D Stock Options (Right to Buy) 25.79 2008-11-30 2017-11-30 Common Stock 23936 23936 D Stock Options (Right to Buy) 16.00 2009-12-01 2018-12-01 Common Stock 35976 35976 D Stock Options (Right to Buy) 21.45 2010-12-01 2019-12-01 Common Stock 26982 26982 D Stock Options (Right to Buy) 28.62 2011-12-01 2020-12-01 Common Stock 24806 24806 D Stock Options (Right to Buy) 27.94 2012-12-01 2021-12-01 Common Stock 25241 25241 D 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 Second Amended and Restated Cabot Microelectronics Corporation Equity Incentive Plan (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 54,000 shares of common stock at an exercise price of $51.37. Pursuant to Second Amended and Restated Equity Incentive Plan (EIP) and Compensation Committee action 9/27/04, grant agreement amended to provide that Vesting Schedule is: 25% on 12/11/03 25% on 12/11/04 50% on 9/1/05 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). Pursuant to Second Amended and Restated Equity Incentive Plan (EIP) and Compensation Committee action 9/27/04, grant agreement amended to provide that Vesting Schedule is: 25% on 12/11/04 75% on 9/1/05 2006 Stock Option Grant Award Vesting Schedule: 25% 12/1/07, 25% 12/1/08, 25% 12/1/09, 25% 12/1/10 2007 Stock Option Grant Award 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 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. 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. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 60,000 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 24,000 shares of common stock at an exercise price of $31.57. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 16,500 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 24,800 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 17,100 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 17,400 shares of common stock at an exercise price of $40.52. /s/ H. Carol Bernstein (Power of Attorney) 2012-07-03