Exhibit 10.13(u)
DF
NONQUALIFIED STOCK OPTION UNDER
1993 STOCK AWARD AND INCENTIVE PLAN
January 25, 1999
FRY, DARRYL D. Number of Shares: 75,000
###-##-#### Purchase Price: $20.4375
Dear Employee:
As a key employee of Cytec Industries Inc. (the "Company"), or of a
subsidiary of the Company, you have been granted by the Compensation and
Management Development Committee (the "Committee") of the Company's Board of
Directors a non-qualified stock option to purchase not more than the aggregate
number of shares of the Common Stock of the par value of $.01 each of the
Company ("Common Stock") set forth above at the per share purchase price set
forth above, all subject to the terms and conditions hereof and of the Company's
1993 Stock Award and Incentive Plan, as amended (the "Plan").
The date of grant of this option is the date of this letter, which is the
date on which the Committee voted to grant the option. The purchase price
represents 100% of the Fair Market Value per share of the Common Stock on the
date of the grant, as determined under the Plan.
Upon receipt by the Company of notification of exercise of option in the
form prescribed from time to time by the Committee and upon receipt of the
purchase price per share multiplied by the number of shares being purchased
pursuant to such exercise, the Company will cause a certificate or certificates
for such shares then purchased to be delivered to the person entitled thereto.
A copy of the Plan, under which this option is granted to you, is available
at the office of the Secretary to the Committee, and your attention is directed
to all the provisions of the Plan.
Certain restrictions with respect to this option include, but are not
limited to, the following:
(1) This option must be exercised if at all and to the extent exercised,
no later than ten years from the date of grant.
(2) This option shall expire on the date of termination of your employment
with the Company, unless you enter into, and perform, a Consulting Agreement, in
form and substance satisfactory to the Company providing for the performance by
you of reasonable
consulting services requested by the Company (not to exceed 90 days in any
annual period) in the areas of M&A, business strategy and such related areas as
the Company reasonably may request; the term of such Consulting Agreement to
expire January 25, 2001, unless sooner terminated by your death or disability.
(3) This option shall be exercisable in cumulative installments as follows:
to the extent of not more than one-half of the number of shares subject hereto,
at any time after the expiration of the first year of the term hereof; and to
the extent of the remainder of such shares, at any time after the expiration of
the second year of such term; provided that, as specified in Section 7 of the
Plan, this option shall be immediately exercisable in full upon a Change of
Control (as defined in the Plan).
(4) This option is not transferable otherwise than by will or by the laws
of descent and distribution or, if then permitted under Rule 16b-3 under the
Securities Exchange Act of 1934, pursuant to a qualified domestic relations
order as defined under the Internal Revenue Code and it may be exercised during
your lifetime, only by you or your guardian or legal representative.
Notwithstanding the prior sentence, you may transfer this option, in whole or in
part, to (i) your spouse, (ii) your child or children, (iii) your grandchild or
grandchildren or (iv) a trust for any of the foregoing; provided that the
transfer shall be subject to all of the terms of the Plan and this grant letter
and, in addition, (A) the transferred option may not be retransferred except to
you, (B) you remain liable for all withholding taxes payable on account of this
option, (C) the Company may place transfer restrictions against any shares of
Common Stock issued to a transferee upon exercise of this option in order to
assure compliance with the Securities Act of 1933, as amended, (D) you give
prompt written notice of the transfer to the Secretary of the Committee
including name, address, tax I.D. number and date of birth of the transferee,
number of shares subject to the transfer, and such other information as the
Company may require and (E) this option shall be exercisable by the transferee
only to the extent that it would be exercisable by you if it had not been so
transferred.
(5) If your combined employment/consultantcy expires before the second
anniversary of the date of grant, this option, to the extent not theretofore
exercised shall forthwith terminate unless such termination shall be by reason
of a cause described in paragraph (6) below, in which case the provisions of
paragraph (6) below shall be applicable. Following the second anniversary of
the date of grant and performance by you of the Consulting Agreement referenced
above, this option shall be deemed fully earned and, unless sooner exercised,
shall remain in effect until the tenth anniversary of the date of grant.
(6) In the event that your combined employment/consultantcy with the
Company terminates prior to the second anniversary of the date of grant of this
option by reason of (i) your death or (ii) your disability, this option may be
exercised by you, by your estate, by any transferee under Paragraph 4 above, or
by any person who acquires the right to exercise this option by reason of your
death, until the fifth anniversary of the date of such termination of your
employment or consultantcy (subject to the installment exercise provisions of
Paragraph 3, above), but not after ten years from the date of grant, to the
extent of the total number of shares subject to this option multiplied by a
fraction, (x) the numerator of which is the number of full or partial calendar
quarters (but not more than eight) elapsed from the date of this option to the
date on which you become unable to perform services and (y) the denominator of
which is eight.
(7) Subject to such limitations, if any, as the Committee may establish,
you may satisfy your mandatory federal and state income tax withholding
obligations resulting from the exercise of this option by requesting the Company
to withhold shares of Common Stock having a fair market value, as determined
under the Plan, equal to the withholding obligations. In order to prevent
fractional shares, the number of shares withheld shall be rounded up to the
nearest whole share, with the value of the fraction, at the option of the
Company, being either paid to you in cash or retained as additional optional
withholding.
(8) Your exercise of this option, in whole or in part, constitutes your
agreement (i) to pay the Company promptly, on demand, any withholding taxes due
in respect of the exercise of this stock option and (ii) that the Company, its
subsidiaries and affiliates may deduct an amount equal to such withholding taxes
from any amounts owing to you by the Company and/or any of such subsidiaries or
affiliates.
The Company reserves the right to require this option to be exercised only
within the United States and to require stock certificates issuable to you upon
such exercise to be delivered only within the United States to you or to such
person who is appropriately authorized by you.
Prior to the earliest time that this option may be exercised by you, the
Company will deliver to you a prospectus which meets the requirements of the
Securities Act of 1933, as amended, and which further describes the Plan and
options granted thereunder.
In no event is the grant of this option to you to be deemed, directly or
indirectly, a recommendation by the Company that you at any time exercise this
option.
In the event of any conflict between the terms of this option and the
provisions of the Plan, the provisions of the Plan shall govern.
Very truly yours,
CYTEC INDUSTRIES INC.
BY:______________________
J. W. Hirsch
Secretary-Compensation
and Management
Enc. Development Committee