Second Amended and Restated Cabot Microelectronics Corporation 2000 Equity Incentive Plan [Initial][Annual] Restricted Stock Award Agreement for Directors
Exhibit 10.6
Second
Amended and Restated
Cabot
Microelectronics Corporation 2000 Equity Incentive Plan
[Initial][Annual]
Restricted
Stock Award Agreement for Directors
[AWARD
DATE]
[NAME]
[ADDRESS]
[CITY,
STATE, ZIP]
Dear
FIRST
NAME:
I
am
pleased to inform you (the “Participant”) that the Board of Directors (the
“Board”) of Cabot Microelectronics Corporation (the “Company”), based on the
recommendation of the Nominating and Corporate Governance Committee of the
Board, 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") in
consideration of your [initial[annual]
service as a Director of the Company.
A
Restricted Stock Award (the “Award”) is hereby awarded to the Participant
pursuant to the terms of the Plan and this Restricted Stock Agreement (the
“Agreement”). A copy of the Plan is enclosed.
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
|
[______]
|
[Fmv/closing
price on Award Date]
$XX.XX
|
[xxx-xx-xxxx]
|
Date
of Award [AD]
|
Date
Restrictions Lapse (Vesting Date(s))
[equally
over 4 yrs., beginning on first anniversary, for annual; equally
over 3
yrs., beginning on AD, for initial]]
|
Award
Number
|
||
[Annual
Meeting Date for Annual][Date of Appointment for Initial]
|
25% [1st
anniv. AD]; [AD]
25%
[2d
anniv. AD];[1st xxxxx.XX]
25%
[3d
anniv. AD];[0xxxxxx.XX]
25%
[4th
anniv. AD];[0xxxxxx.XX]
|
[xxxxx]
|
1
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
Compensation Committee of the Board (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
|
Vesting
Date(s)
[equally
over 4 years, beginning on first anniversary for annual; equally
over 3
years, beginning on AD for initial]
|
25%
25%
25%
25%
|
[1st
anniv. AD]; [AD]
[2d
anniv. AD]; [1st anniv. AD]
[3d
anniv. AD]; [2d anniv. AD]
[4th
anniv. AD]; [3d 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 a Director of the Company 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 of
permanent and total disability provided within the meaning of Section 22(e)(3)
of the Internal Revenue Code.
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, or the Company’s By-laws or
Articles of Incorporation, as applicable;
|
(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;
|
(c) |
unauthorized
disclosure of any confidential/proprietary information of the Company
to
any third party.
|
2
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. |
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.
|
4. |
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.
|
5. |
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 but will not subject
to any
withholding taxes. Instead, the Participant is required to pay any
applicable taxes to the appropriate tax authorities directly. The
income
will be reported to the Participant as part of the Participant’s fees on
the Participant’s annual Form 1099 issued by the Company.
|
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.
3
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.
6. |
Tax
Withholding.
All deliveries and distributions under this Agreement are not subject
to
tax withholding unless required under applicable law. Notwithstanding,
the
Participant voluntarily may elect to have the Company withhold any
applicable taxes in accord with and as permitted by Section 8.4 of
the
Plan. As a Director of the Company, the Participant is subject to
Section
16 (an “Insider”), of the Securities Exchange Act of 1934 (“Exchange
Act”), and 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”), and any other relevant law, regulations and Company
guidelines.
|
7. |
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.
|
8. |
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.
|
9. |
Not
an Employment Contract.
The Company’s grant of the Award does not confer any contractual or other
rights of employment or service with the
Company.
|
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.
|
4
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 |
5