Second Amended and Restated Cabot Microelectronics Corporation 2000 Equity Incentive Plan Restricted Stock Award Agreement (United States Employees)
Exhibit 10.5
Second
Amended and Restated
Cabot
Microelectronics Corporation 2000 Equity Incentive Plan
(United
States Employees)
AWARD
DATE
NAME
ADDRESS
CITY,
STATE ZIP
Dear
FIRST
NAME:
I
am
pleased to inform you 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, as amended and restated
September 26, 2006
(the
"Plan") as a means of allowing you to participate in the success of the Company
through ownership of Company common stock (“Stock”). A Restricted Stock Award
(the “Award”) is hereby awarded to you (the “Participant”) pursuant to the terms
of the Plan and this Restricted Stock Agreement (the “Agreement”). A copy of the
Plan can be electronically accessed through the CMC world directory under “HR
Information/Stock/General Plan Information.”
|
Participant
|
Type
of Award
|
Number
of Restricted Shares Awarded
|
Fair
Market Value of Restricted Shares on Date of
Award
|
Participant
ID Number
|
|
NAME
|
Restricted
Stock
|
[_________]
|
$XX.XX
[general:
award date (AD) fmv/close price]
|
[xxx-xx-xxxx]
|
|
Date
of Award
|
Date
Restrictions Lapse (Vesting Date(s))
[general]
|
Award
Number
|
||
|
[award
date]
|
25%1stanniv.
AD
25%2danniv.
AD
25%3danniv.
AD
25%4thanniv.
AD
|
[xxxxx]
|
NAME
-
employee (including executive officer) Restricted Stock Award Agreement
Award
DATE Page
2 of 5
This
Agreement provides the Participant with the terms of the Award granted to the
Participant. 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
Dates and Lapse of Restrictions.
The Award shall become vested and the restrictions will lapse in
accordance with the following
table:
|
|
Number
of Shares
[general]
|
Vesting
Date
[general]
|
|
25%
25%
25%
25%
|
[1st
anniv. AD]
[2d
anniv. AD]
[3d
anniv. AD]
[4th
anniv. AD]
|
The
Award
will be fully vested and all restrictions shall lapse in the event of the
Participant’s death, Disability or a Change in Control, as defined in the Plan.
Upon the Participant’s termination of Service, as defined in the Plan, for any
reason other than death or Disability, the Participant shall immediately cease
vesting in the Award and the unvested portion of the Award shall be forfeited
immediately.
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 any governmental entity covering the Participant; or (iii)
third, if no such agreement or program exists, as defined under local law.
In
addition, for purposes of this Agreement, the Participant’s date
of
termination (for any reason other than death or Disability) shall be the earlier
of: (i) the date on which the Participant ceases to render service to or be
employed by the Company, as determined by the Company in its sole discretion;
(ii) the date on which the Company first provides notice of termination of
employment; or (iii) the first date of any statutory notice period provided
under local law.
| 2. |
Termination
/ Cancellation / Rescission.
The Company may terminate, cancel, rescind or recover the Award
immediately under certain circumstances, including, but not limited
to,
the Participant’s:
|
| (a) |
actions
constituting Cause, as defined in the Plan and as otherwise enforceable
under local law;
|
| (b) |
rendering
of services for a competitor prior to, or within six (6) months after,
the
exercise of any Award or the termination of Participant's Service
with the
Company;
|
NAME
-
employee (including executive officer) Restricted Stock Award Agreement
Award
DATE Page
3 of 5
| (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 or other services the Participant may perform for
the
Company or any of its affiliates. The Company’s grant of the Award does
not confer any contractual or other rights of employment or service
with
the Company. 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. |
Rights
and Restrictions Governing Restricted Stock.
As of the Date of Award, one or more certificates representing the
appropriate number of shares of Stock granted to the Participant
shall be
registered in the Participant’s name but shall be held by the Company for
the Participant’s account. The Participant shall have all rights of a
holder as to such shares of Stock (including, to the extent applicable,
the right to receive dividends and to vote), subject to the following
restrictions: (a) the Participant has executed a valid stock power
on
behalf of the Company for such Stock; (b) the Participant shall be
entitled to delivery of certificates representing shares of Stock
when
restrictions lapse; and (c) none of the Stock may be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of until the
restrictions have lapsed.
|
| 5. |
Delivery
of Restricted Stock.
As soon as reasonably practicable following the date on which restrictions
lapse, one or more stock certificates for the appropriate number
of shares
of Stock, free of the restrictions set forth in the Agreement, shall
be
delivered to the Participant or such shares shall be credited to
a
brokerage account if the Participant so directs; provided however,
that
such certificates shall bear such legends as the Committee, in its
sole
discretion, may determine to be necessary or advisable in order to
comply
with applicable federal and state securities
laws.
|
NAME
-
employee (including executive officer) Restricted Stock Award Agreement
Award
DATE Page 4
of 5
| 6. |
Tax
Treatment.
The Participant will be taxed on the difference between any purchase
price
and the Fair Market Value of the Stock on the date the restrictions
lapse.
This income will be taxed as ordinary income and subject to income
and
FICA withholding taxes. The Company is required to withhold and remit
these taxes to the appropriate tax authorities. 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.
The
income will be reported to the Participant as part of the Participant's
employment compensation on the Participant's annual earnings statement
Form W-2.
|
The
Participant may elect to make an election under Section 83(b) of the Code to
have any ordinary income amount taxed currently, before any restrictions lapse.
This election must be filed within thirty (30) days of the Date of Award.
Attached hereto is a form of election for this purpose.
If
the
Participant sells the Stock acquired under the Award, a long-term or short-term
capital gain or loss will result depending on: (a) the holding period for the
shares, and (b) 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 restrictions lapse. Under current law
the
capital gain or loss is long term if the property is held for more than one
(1)
year, and short term of the property is held for less than one year. The tax
basis of the shares is the sum of (a) any purchase price paid for the shares,
and (b) the ordinary income, if any, determined by the difference between the
Fair Market Value of the shares when the restrictions lapse or an 83(b) election
is made, and any purchase price.
EACH
PARTICIPANT IS URGED 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.
|
Tax
Withholding.
All deliveries and distributions under this Agreement are subject
to
withholding of all applicable taxes. The various methods and manner
by
which 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”), any surrender of
previously owned shares to satisfy tax withholding obligations arising
under an Award must comply with the requirements of Rule 16b-3 promulgated
under the Exchange Act (“Rule
16b-3”).
|
|
8.
|
Transferability.
The Award Stock 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 Award Stock
shall remain subject to the terms of the
Plan.
|
|
9.
|
Adjustment
of Shares.
In the event of any transaction described in Section 8.6 of the Plan,
the
terms of this Award (including, without limitation, the number and
kind of
shares subject to this Award) shall be adjusted as set forth in Section
8.6 of the Plan.
|
NAME
-
employee (including executive officer) Restricted Stock Award Agreement
Award
DATE Page 5
of 5
|
10.
|
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.
|
|
11.
|
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.
|
|
12.
|
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.
|
|
13.
|
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 Date of Award.
CABOT
MICROELECTRONICS CORPORATION
/s/
Xxxxxxx X.
Xxxxxxx
Xxxxxxx
X.
Xxxxxxx
President
and Chief
Executive Officer
