X0306 4 2012-06-30 0001102934 CABOT MICROELECTRONICS CORP CCMP 0001509949 Naman Ananth C/O CABOT MICROELECTRONICS CORPORATION 870 COMMONS DRIVE AURORA IL 60504 1 VP, Research & Development Common Stock 2012-06-30 4 A 0 375.902 24.829 A 8910.4807 D Stock Options (Right to Buy) 25.79 2008-11-30 2017-11-30 Common Stock 544 544 D Stock Options (Right to Buy) 22.13 2009-01-21 2018-01-21 Common Stock 906 906 D Stock Options (Right to Buy) 16.00 2009-12-01 2018-12-01 Common Stock 2190 2190 D Stock Options (Right to Buy) 21.45 2010-12-01 2019-12-01 Common Stock 5059 5059 D Stock Options (Right to Buy) 28.62 2011-12-01 2020-12-01 Common Stock 4386 4386 D Stock Options (Right to Buy) 27.94 2012-12-01 2021-12-01 Common Stock 23936 23936 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 1,500 shares of common stock at an exercise price of $37.40. With original vesting schedule of 25% quarterly per year beginning on the first anniversary of grant date 11/30/2007. 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 2,500 shares of common stock at an exercise price of $32.09. With original vesting schedule of 25% quarterly per year beginning on the first anniversary of grant date 1/21/2008. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 3,020 shares of common stock at an exercise price of $23.21. With original vesting schedule of 25% quarterly per year beginning on the first anniversary of grant date 12/1/2008. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 4,650 shares of common stock at an exercise price of $31.11. With original vesting schedule of 25% quarterly per year beginning on the first anniversary of grant date 12/1/2009. This option, pursuant to the EIP, was previously reported by the reporting person as an option for 3,024 shares of common stock at an exercise price of $41.51. With original vesting schedule of 25% quarterly per year beginning on the first anniversary of grant date 12/1/2010. 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 $40.52. 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. /s/ H. Carol Bernstein (Power of Attorney) 2012-07-03