Exhibit 10.3
[CABOT MICROELECTRONICS LOGO]
SECOND AMENDED AND RESTATED CABOT MICROELECTRONICS
CORPORATION 2000 EQUITY INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION GRANT AGREEMENT
GRANT DATE
NAME
ADDRESS
CITY, STATE ZIP
Dear FIRST NAME:
I am pleased to inform you (the "Participant") that the Compensation Committee
of the Board of Directors (the "Committee") of Cabot Microelectronics
Corporation (the "Company") has approved your participation in the Second
Amended and Restated Cabot Microelectronics Corporation 2000 Equity Incentive
Plan (the "Plan"). A Non-qualified Stock Option ("NQSO") award (the "Award") is
hereby granted to the Participant pursuant to the terms of the Plan and this
Non-qualified Stock Option Agreement (the "Agreement"). A copy of the Plan can
be electronically accessed through the CMC world directory under "HR
Information/Stock/General Plan Information".
NUMBER OF OPTION EXERCISE PRICE OPTIONEE ID
GRANTED TO TYPE OF GRANT SHARES GRANTED PER SHARE NUMBER
- --------------------------------------------------------------------------------------------------------------------
NAME Non-qualified Stock Option [____] $XX.XX XXX-XX-XXXX
[general: grant
date (GD) fmv]
- --------------------------------------------------------------------------------------------------------------------
GRANT DATE VESTING DATES [GENERAL] EXPIRATION DATE GRANT NUMBER
- --------------------------------------------------------------------------------------------------------------------
[date of grant] 25% 1stanniv. GD DATE [general: 000000XXXX
25% 2danniv. GD tenth anniv.
25% 3danniv. GD GD]
25% 4thanniv. GD
- --------------------------------------------------------------------------------------------------------------------
This Agreement provides the Participant with the terms of the option
(the "Option") granted to the Participant. The Option is not intended to
qualify as an incentive stock option pursuant to Section 422 of the Internal
Revenue Code (the "Code"). The terms specified in this Agreement are governed
by the provisions of the Plan, which are incorporated herein by reference. The
Committee has the exclusive authority to interpret and apply the Plan and this
Agreement. Any interpretation of the Agreement by the Committee and any
decision made by it with respect to the Agreement are final and binding on all
persons. To the extent that there is any conflict between the terms of this
Agreement and the Plan, the Plan shall govern. Capitalized terms used herein
will have the same meaning as under the Plan, unless stated otherwise.
In consideration of the foregoing and the mutual covenants hereinafter
set forth, it is agreed by and between the Company and the Participant as
follows:
1. Vesting and Exercise. The Award shall become vested and exercisable in
accordance with the following table:
Installment Vesting Date Applicable to Installment [general]
- --------------------------------------------------------------------------
25% [1st anniv. GD]
25% [2d anniv. GD]
25% [3d anniv. GD]
25% [4th anniv. GD]
- --------------------------------------------------------------------------
The Award will be fully vested and exercisable in the event of a
Change in Control, as defined in the Plan. In the event of a Change in
Control that constitutes a Covered Transaction (as defined in Section
7.3(c) of the Plan), the Committee may, in its sole discretion,
terminate any or all outstanding options as of the effective date of
the Covered Transaction; provided that the Committee may not terminate
an Option outstanding under this Agreement earlier than 20 days
following the later of (i) the date on which the Award became fully
exercisable, and (ii) the date on which the Participant received
written notice of the Covered Transaction.
Unless otherwise provided in this Agreement or the Plan, if the date
of Participant's termination of employment with the Company precedes
the relevant Vesting Date, an installment shall not vest on the
otherwise applicable Vesting Date and all Options subject to such
installment shall immediately terminate as of the date of such
termination.
2. Termination / Cancellation / Rescission. The Company may terminate,
cancel, rescind or recover an Award immediately under certain
circumstances, including, but not limited to, the Participant's:
(a) actions constituting Cause, as defined in the Plan;
(b) rendering of services for a competitor prior to, or within
six (6) months after, the exercise of any Option;
(c) unauthorized disclosure of any confidential/proprietary
information of the Company to any third party;
(d) failure to comply with the Company's policies regarding the
identification, disclosure and protection of intellectual
property;
(e) violation of the Cabot Microelectronics Corporation Employee
Confidentiality, Intellectual Property and Non-Competition
Agreement.
In the event of any such termination, cancellation, rescission or
revocation, the Participant must return any Stock obtained by the
Participant pursuant to the Award, or pay to the Company the amount of
any gain realized on the sale of such Stock, and the Company shall be
entitled to set-off against the amount of any such gain any amount
owed to the Participant by the Company. To the extent applicable, the
purchase price for such Stock shall be returned to the Participant,
including any withholding requirements.
3. Purpose of Award. The Award is intended to promote goodwill between
the Participant and the Company and shall not be considered as salary
or other remuneration for any employment services the Participant may
perform for the Company or any of its affiliates. Benefits granted
under the Plan shall not be considered as part of the Participant's
salary in the event of severance, redundancy or resignation. Granting
of the Award shall also not be construed as creating any right on the
part of Participant to receive any additional benefits including
awards in the future, it being expressly understood and agreed that
any future awards shall be made solely at the discretion of the
Company.
4. Expiration. The Option, including vested Options, shall not be
exercisable after the Company's close of business on the last business
day that occurs on or prior to the Expiration Date. The "Expiration
Date" shall be the earliest to occur of:
(a) [general: tenth anniv. GD]
(b) If the Participant's employment termination occurs by reason
of death or Disability, the three (3) year anniversary of the
date of such termination or the ten (10) year anniversary of
the Grant
Date, whichever is sooner. In such case of employment
termination occurring by reason of death or Disability, then
any options unvested prior to the date of such termination
shall be fully vested and exercisable as of such date of
termination. For purposes hereof, Disability shall have the
meaning provided under: (i) first, an employment agreement
between the Participant and the Company; (ii) second, if no
such employment agreement exists, the long-term disability
program maintained by the Company; or (iii) third, if no such
agreement or program exists, permanent and total disability
within the meaning of Section 22 (e)(3) of the Code;
(c) If the Participant's employment termination occurs by reason
of Cause, the date preceding the date of such termination;
(d) If the Participant's employment termination occurs by reason
of Change in Control, three (3) months after the date of such
termination; or
(e) If the Participant's employment termination is for any reason
other than (b), (c), or (d) above, all Options vested and
exercisable as of the date of termination will remain
exercisable for one (1) month after the termination date,
after which all unexercised Options are terminated.
In the event that the Participant dies on or following the
Participant's termination date and prior to the Expiration Date
without having fully exercised the Participant's Options, then the
authorized representative of the Participant's estate shall be
entitled to exercise the Award within such limits specified in
subparagraphs (b), (d) or (e).
To the extent that the Participant does not exercise the Option to the
extent the Participant is entitled within the time specified in
subparagraphs (a), (b), (d) or (e) above, the Option shall immediately
terminate.
5. Method of Option Exercise. Subject to the terms of this Agreement and
the Plan, the Option may be exercised [via a "cashless exercise", a
"sell to cover" or an "exercise and hold" pursuant to Section 6.2 of
the Plan according to an arrangement between a registered
broker-dealer and the Participant, chosen by the Participant, that
satisfies the terms of the Plan.] [in accordance with the instructions
provided by the Company's captive broker, Salomon Smith Barney ("SSB")
via a "cashless exercise", a "sell to cover" or an "exercise and
hold". If this is your first Award from CMC you will receive a
"Welcome Packet" mailing from SSB, under separate cover within 2-3
weeks. The information from SSB provides the necessary details
regarding the exercise process and contains required temporary
Internet User Name, Trading PIN and temporary Internet password
information to access your personal SSB stock option account. SSB's
website address is: http://www.benefitaccess.com. SSB's phone number
is 312/419.3264 or 888/609.3534. In order to execute transactions
through the Internet or the voice response system, you will need your
Trading PIN.] Please refer to Section 6.2(d) of the Plan for
additional information. The Option cannot be exercised if the Company
determines that such exercise would violate applicable state or
Federal laws or the rules and regulations of any securities exchange
on which the Stock is traded.
6. Taxes.
(a) All deliveries and distributions under this Agreement are
subject to withholding of all applicable taxes based on
country specific tax requirement. Please refer to electronic
copy of "Taxes" for your individual circumstances based on
your location. The various methods and manner by which the
tax withholding may be satisfied are set forth in Section 8.4
of the Plan. If the Participant is subject to Section 16 (an
"Insider"), of the Securities Exchange Act of 1934 ("Exchange
Act") and other securities laws, any surrender of previously
owned shares to satisfy tax withholding obligations arising
upon exercise of an Option must comply with the requirements
of Rule 16b-3 promulgated under the Exchange Act ("Rule
16b-3") and other relevant rules and regulations.
(b) If the Fair Market Value of a share of stock on the date the
Participant exercises the Option is greater than the Exercise
Price, the Participant will be taxed on the difference
multiplied by the number of shares purchased with cash at the
date of exercise. This income is taxed as ordinary income and
subject to various withholding taxes. The Company is required
to withhold and remit these taxes to the appropriate tax
authorities. If the exercise of the Option results in no cash
payment to the Participant from which the Company could
withhold the income and FICA taxes, the Participant will be
required to provide the Company with an amount of cash
sufficient to satisfy the Participant's tax withholding
obligations or to make arrangements satisfactory to the
Company with regard to such taxes, which in most instances
can be done through the services provided by SSB. If the
Participant does not pay the amount of required withholding
to the Company, the Company will withhold from the shares
delivered or from other amounts payable to the Participant,
the minimum amount of funds required to cover all applicable
federal, state and local income and employment taxes required
to be withheld by the Company by reason of such exercise of
the Option. The income will be reported to the Participant as
part of the Participant's employment compensation on the
Participant's annual earnings statement.
(c) If the Participant sells the shares acquired under the
Option, a long-term or short-term capital gain or loss may
also result depending on: (i) the Participant's holding
period for the shares, and (ii) the difference between the
Fair Market Value of the shares at the time of the sale and
the Participant's tax basis in the shares. The holding period
is determined from the date the Option is exercised. Under
current law (______, 200_), the capital gain or loss is long
term if the property is held for more than one year, and
short term if the property is held for less than one year. If
the Exercise Price of an Option is paid in cash, the tax
basis of the shares thereby acquired is the sum of (i) the
Exercise Price paid for the shares, and (ii) the ordinary
income, if any, determined by the difference between the Fair
Market Value of the shares when exercised and the Exercise
Price.
EACH PARTICIPANT IS URGED TO REVIEW THE U.S. TAX COMMUNICATION
INFORMATION AND TO CONSULT WITH HIS OR HER OWN TAX ADVISOR TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES INCLUDING THE APPLICABILITY
AND EFFECT OF FEDERAL, LOCAL AND OTHER TAX LAWS.
7. Transferability. The Option is not transferable other than: (a) by
will or by the laws of descent and distribution; (b) pursuant to a
domestic relations order; or (c) to members of the Participant's
immediate family, to trusts solely for the benefit of such immediate
family members or to partnerships in which family members and/or
trusts are the only partners, all as provided under the terms of the
Plan. After any such transfer, the Option shall remain subject to the
terms of the Plan.
8. Adjustment of Shares. In the event of any transaction described in
Section 8.6 of the Plan, the terms of this Option (including, without
limitation, the number and kind of shares subject to this Option and
the Exercise Price) shall be adjusted as set forth in Section 8.6 of
the Plan.
9. Not an Employment Contract; Shareholder Rights. The grant of an Option
does not confer on the Participant any contractual employment or
shareholder rights. The Participant will not have shareholder rights
with respect to the shares subject to the Option until the Option is
exercised and the shares are transferred on the books of the Company.
10. Data Privacy. In order to perform its requirements under this Plan,
the Company may process sensitive personal data about the Participant.
Such data includes but is not limited to the information provided in
this grant package and any changes thereto, other appropriate personal
and financial data about the Participant, and information about the
Participant's participation in the Plan and shares exercised under the
Plan from time to time. By signing the attached acceptance form, the
Participant hereby gives explicit consent to the Company to process
any such data. The Participant also hereby gives explicit consent to
the Company to
transfer any personal data outside the country in which the Participant
is employed and to the United States. The legal persons for whom the
personal data is intended includes the Company and any of its
subsidiaries, the outside plan administrator as selected by the Company
from time to time and any other person that the Company may find
appropriate in its administration of the Plan. The Participant may
review and correct any personal data by contacting his local Human
Resources Representative. The Participant understands that the transfer
of the information outlined here is important to the administration of
the Plan and failure to consent to the transmission of such information
may limit or prohibit participation in the Plan.
11. Severability. In the event that any provision of this Agreement is
found to be invalid, illegal or incapable of being enforced by any
court of competent jurisdiction for any reason, in whole or in part,
the remaining provisions of this Agreement shall remain in full force
and effect to the fullest extent permitted by law.
12. Waiver. Failure to insist upon strict compliance with any of the terms
and conditions of this Agreement or the Plan shall not be deemed a
waiver of such term or condition.
13. Notices. Any notices provided for in this Agreement or the Plan must
be in writing and hand delivered, sent by fax or overnight courier, or
by postage paid first class mail. Notices are to be sent to the
Participant at the address indicated by the Company's records and to
the Company at its principal executive office.
14. Governing Law. This Agreement shall be construed under the laws of the
State of Illinois.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its
name and on its behalf, all as of the Grant Date.
CABOT MICROELECTRONICS CORPORATION
/s/ William P. Noglows
William P. Noglows
Chairman and Chief Executive Officer