The CORPORATEplan for RetirementSM EXECUTIVE Plan

Employee Benefits Plan Agreement

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Cabot Microelectronics Corporation

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Title: The CORPORATEplan for RetirementSM EXECUTIVE Plan
Date: 11/25/2008
Industry: Chemical Manufacturing Sector: Basic Materials

Exhibit 10.33

The CORPORATE plan for Retirement ^SM

EXECUTIVE Plan

Adoption Agreement

IMPORTANT NOTE

This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. An Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. An Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is "unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees" under the Employee Retirement Income Security Act with respect to the Employer's particular situation. Fidelity Management Trust Company, its affiliates and employees cannot and do not provide legal or tax advice or opinions in connection with this document. This document does not constitute legal or tax advice or opinions and is not intended or written to be used, and it cannot be used by any taxpayer, for the purposes of avoiding penalties that may be imposed on the taxpayer. This document must be reviewed by the Employer’s attorney prior to adoption.

ADOPTION AGREEMENT

ARTICLE 1

1.01 PLAN INFORMATION

(a)

Name of Plan:

This is the Cabot Microelectronics Corporation Supplemental Employee Retirement Plan (the "Plan").

(b)

Plan Status ( Check one.) :

(1)

Adoption Agreement effective date: 12/1/2008 .

(2)

The Adoption Agreement effective date is (Check (A) or check and complete (B)) :

(A)

A new Plan effective date.

(B)

An amendment and restatement of the Plan. The original effective date of the Plan was: 5/1/2000 .

1.02 EMPLOYER

(a) Employer Name:

Cabot Microelectronics Corporation

(b)

The term "Employer" includes the following Related Employer(s)

(as defined in Section 2.01(a)(25)) participating in the Plan:

____________________________________________________________

1.03 COVERAGE

(Check (a) and/or (b).)

(a)

þ The following Employees are eligible to participate in the Plan (Check (1) or (2)) :

(1) þ

Only those Employees designated in writing by the Employer, which writing is hereby incorporated herein.

(2) ¨ Only those Employees in the eligible class described below:

____________________________________________________________

(b)

¨ The following Directors are eligible to participate in the Plan (Check (1) or (2)) :

(1) ¨

Only those Directors designated in writing by the Employer, which writing is hereby incorporated herein.

(2) ¨ All Directors, effective as of the later of the date in 1.01(b) or the date the Director becomes a Director.

(Note: A designation in Section 1.03(a)(1) or Section 1.03(b)(1) or a description in Section 1.03(a)(2) must include the effective date of such participation.)

1.04 COMPENSATION

(If Section 1.03(a) is selected, select (a) or (b). If Section 1.03(b) is selected, complete (c))

For purposes of determining all contributions under the Plan:

(a)

¨ Compensation shall be as defined, with respect to Employees, in the ________________ Plan maintained by the Employer:

(1)

to the extent it is in excess of the limit imposed under Code section 401(a)(17).

(2)

notwithstanding the limit imposed under Code section 401(a)(17).

(b)

þ Compensation shall be as defined in Section 2.01(a)(9) with respect to Employees (Check (1), and/or (2) below, if, and as, appropriate) :

(1)

þ but excluding the following:

a) Overtime Pay

b) Commissions

c) The value of a qualified or a non-qualified stock option granted to an Employee by the Employer to the extent such value is includable in the

Employer's taxable income.

(2)

¨ but excluding bonuses, except those bonuses listed in the table in Section 1.05(a)(2).

(c)

¨ Compensation shall be as defined in Section 2.01(a)(9)(c) with respect to Directors, but excluding the following:

1.05 CONTRIBUTIONS ON BEHALF OF EMPLOYEES

(a)

Deferral Contributions (Complete all that apply):

(1)

Deferral Contributions. Subject to any minimum or maximum deferral amount

provided below, the Employer shall make a Deferral Contribution in accordance

with, and subject to, Section 4.01 on behalf of each Participant who has an

executed salary reduction agreement in effect with the Employer for the

applicable calendar year (or portion of the applicable calendar year).

Deferral Contributions Type of Compensation	Dollar Amount		% Amount
	Min	Max	Min	Max

(Note: With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.)

(2)

Deferral Contributions with respect to Bonus Compensation only. The Employer requires Participants to enter into a special salary reduction agreement to make Deferral Contributions with respect to one or more Bonuses, subject to minimum and maximum deferral limitations, as provided in the table below.

Deferral Contributions Type of Bonus	Treated As		Dollar Amount		% Amount
Deferral Contributions Type of Bonus	Performance Based	Non-Performance Based	Min	Max	Min	Max

(Note: With respect to each type of Bonus, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages. In the event a bonus identified as a Performance-based Bonus above does not constitute a Performance-based Bonus with respect to any Participant, such Bonus will be treated as a Non-Performance-based Bonus with respect to such Participant.)

(b)

Matching Contributions (Choose (1) or (2) below, and (3) below, as applicable):

(1)

The Employer shall make a Matching Contribution on behalf of each Employee Participant in an amount described below:

(A) ¨

% of the Employee Participant’s Deferral Contributions for the calendar year.

(B) ¨

The amount, if any, declared by the Employer in writing, which writing is hereby incorporated herein.

Other: _____________________________________________________

(2)

Matching Contribution Offset. For each Employee Participant who has made elective contributions (as defined in 26 CFR section 1.401(k)-6 (“QP Deferrals”)) of the maximum permitted under Code section 402(g), or the maximum permitted under the terms of the ___________________________ Plan (the “QP”), to the QP, the Employer shall make a Matching Contribution in an amount equal to (A) minus (B) below:

(A)

The matching contributions (as defined in 26 CFR section 1.401(m)-1(a)(2) (“QP Match”)) that the Employee Participant would have received under the QP on the sum of the Deferral Contributions and the Participant’s QP Deferrals, determined as though—

·	no limits otherwise imposed by the tax law applied to such QP match; and

·	the Employee Participant’s Deferral Contributions had been made to the QP.

(B)

The QP Match actually made to such Employee Participant under the QP for the applicable calendar year.

Provided, however, that the Matching Contributions made on behalf of any Employee Participant pursuant to this Section 1.05(b)(2) shall be limited as provided in Section 4.02 hereof.

(3) ¨ Matching Contribution Limits (Check the appropriate box (es)) :

(A) ¨ Deferral Contributions in excess of % of the Employee Participant’s Compensation for the calendar year shall not be considered for Matching Contributions.

(B) ¨ Matching Contributions for each Employee Participant for each calendar year shall be limited to $ .

(c)

Employer Contributions

(1) ¨ Fixed Employer Contributions. The Employer shall make an Employer Contribution on behalf of each Employee Participant in an amount determined as described below:

____________________________________________________________

(2) þ Discretionary Employer Contributions. The Employer may make Employer Contributions to the accounts of Employee Participants in any amount (which amount may be zero), as determined by the Employer in its sole discretion from time to time in a writing, which is hereby incorporated herein.

1.06 CONTRIBUTIONS ON BEHALF OF DIRECTORS

(a)

Director Deferral Contributions

The Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of each Director Participant who has an executed deferral agreement in effect with the Employer for the applicable calendar year (or portion of the applicable calendar year), which deferral agreement shall be subject to any minimum and/or maximum deferral amounts provided in the table below.

Deferral Contributions Type of Compensation	Dollar Amount		% Amount
Deferral Contributions Type of Compensation	Min	Max	Min	Max

(Note: With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.)

(b) Matching and Employer Contributions:

(1) ¨ Matching Contributions. The Employer shall make a Matching Contribution on behalf of eac

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