Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2008, the Board of Directors (the "Board") of Cabot Microelectronics Corporation (the "Corporation") and the Compensation Committee of the Board approved the performance goals for the Corporation upon which cash bonus awards that may be paid to the Corporation's executive officers and other employees under the Corporation's Annual Incentive Program ("AIP") for the fiscal year ending September 30, 2009 ("Fiscal 2009"), are intended to be based. The performance goals for Fiscal 2009 are: financial goals that include earnings per share, earnings before interest and taxes, gross margin, total revenue, and a cash flow measure. Any cash bonus award amounts pursuant to the AIP will be determined for each participant based on levels of attainment of the indicated goals by the Corporation, as well as the attainment of individual performance objectives, as assessed by the Compensation Committee of the Board using its discretion. Such assessment may include consideration of macroeconomic and other factors, whether or not able to be generally foreseen, that may impact the Corporation's performance during Fiscal 2009.

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