X0304 4 2012-03-08 0001102934 CABOT MICROELECTRONICS CORP CCMP 0001189843 WOBBY DANIEL S C/O CABOT MICROELECTRONICS CORPORATION 870 COMMONS DRIVE AURORA IL 60504 1 VP, Global Sales Common Stock 2012-03-08 4 M 0 5802 34.33 A 39584.042 D Common Stock 2012-03-08 4 S 0 5802 36.0366 D 33782.042 D Common Stock 2012-03-08 4 M 0 8704 35.42 A 42486.042 D Common Stock 2012-03-08 4 S 0 8704 36.0366 D 33782.042 D Common Stock 2012-03-08 4 M 0 12729 21.04 A 46511.042 D Common Stock 2012-03-08 4 S 0 12729 36.0366 D 33782.042 D Common Stock 2012-03-09 4 M 0 52551 21.04 A 86333.042 D Common Stock 2012-03-09 4 S 0 52551 36.0687 D 33782.042 D Common Stock 2012-03-09 4 M 0 12500 33.72 A 46282.042 D Common Stock 2012-03-09 4 S 0 12500 36.0687 D 33782.042 D Stock Options (Right to Buy) 34.33 2012-03-08 4 M 0 5802 0 D 2003-05-01 2012-05-01 Common Stock 5802 0 D Stock Options (Right to Buy) 35.42 2012-03-08 4 M 0 8704 0 D 2003-12-11 2012-12-11 Common Stock 8704 0 D Stock Options (Right to Buy) 21.04 2012-03-08 4 M 0 12729 0 D 2006-12-09 2015-12-09 Common Stock 12729 52551 D Stock Options (Right to Buy) 21.04 2012-03-09 4 M 0 52551 0 D 2006-12-09 2015-12-09 Common Stock 52551 0 D Stock Options (Right to Buy) 33.72 2012-03-09 4 M 0 12500 0 D 2004-12-11 2013-12-11 Common Stock 12500 16513 D Stock Options (Right to Buy) 26.05 2005-12-10 2014-12-10 Common Stock 40000 40000 D Stock Options (Right to Buy) 21.77 2007-12-01 2016-12-01 Common Stock 41344 41344 D Stock Options (Right to Buy) 25.79 2008-11-30 2017-11-30 Common Stock 24806 24806 D Stock Options (Right to Buy) 16.00 2009-12-01 2018-12-01 Common Stock 40619 40619 D Stock Options (Right to Buy) 21.45 2010-12-01 2019-12-01 Common Stock 27417 27417 D Stock Options (Right to Buy) 28.62 2011-12-01 2020-12-01 Common Stock 27853 27853 D Stock Options (Right to Buy) 27.94 2012-12-01 2021-12-01 Common Stock 30029 30029 D Sale to cover exercise price of, and taxes related to, exercise of stock options. 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 5/1/03 25% on 5/1/04 25% on 5/1/05 25% on 9/1/05 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 2005 Option Grant Awards Vesting Schedule: 25% on 12/9/06 25% on 12/9/07 25% on 12/9/08 25% on 12/9/09 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 Vesting Schedule: 25% 12/10/05 25% 12/10/06 25% 12/10/07 25% 12/10/08 2006 Stock Option Grant Award Vesting Schedule: 25% 12/1/07, 25% 12/1/08, 25% 12/1/09, 25% 12/1/10 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). 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 4,000 shares of common stock at an exercise price of $49.80. 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). 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 $51.37. 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 $30.51. This option pursuant to the EIP, was previously reported by the reporting person as an option for 20,000 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 40,000 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 28,500 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 17,100 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 28,000 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 18,900 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 19,200 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 20,700 shares of common stock at an exercise price of $40.52. /s/ H. Carol Bernstein (Power of Attorney) 2012-03-12