Cabot Microelectronics Non-Employee Directors’ Compensation Summary (March 2005)
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Summary
This summary outlines the compensation for non-employee directors of Cabot Microelectronics as of March 7, 2005. Non-employee directors receive an annual retainer, additional fees for committee meetings and chair roles, and stock option grants. Directors can choose to receive their compensation in cash, restricted stock, or as deferred compensation, which may be converted to company shares at a later date. Compensation is awarded at the annual meeting or upon a director’s initial election to the board.
EX-10.46 4 directorcompensation.htm NON-EMPLOYEE DIRECTORS' COMPENSATION SUMMARY Non-employee Directors' Compensation Summary
Exhibit 10.46
Non-Employee Directors’ Compensation Summary as of March, 2005
Effective as of March 7, 2005, non-employee directors are eligible for the following compensation:
| Annual Retainer Fee | $35,000 | |
| Committee Meeting Fees | $1,500 | |
| Committee Chair Annual Retainer Fees: | ||
| Audit Committee Chairperson | $20,000 | |
| Compensation Committee Chairperson | $10,000 | |
| Nominating and Corporate Governance Chairperson | $10,000 | |
| Annual Non-qualified Stock Option Grant | 10,000 | options |
| Initial Non-qualified Stock Option Grant | 15,000 | options |
Under our Directors’ Cash Compensation Umbrella Program (previously filed as Exhibit 10.36), non-employee directors continue to be eligible to choose to receive compensation either in cash, in fully vested restricted stock under our Second Amended and Restated Cabot Microelectronics Corporation 2000 Equity Incentive Plan, or as deferred compensation under our Director’s Deferred Compensation Plan (previously filed as Exhibit 10.28). Our Directors’ Deferred Compensation Plan allows non-employee directors to defer their compensation in the form of rights to acquire the equivalent number of shares of common stock at the end of the deferral period. Non-employee directors continue to receive their respective annual retainer fees, committee chair annual retainer fees and annual non-qualified stock option grants at the time of our annual meeting, or upon the date of a director’s original election to the Board of Directors, if other than the annual meeting date.
