RESTRICTED STOCK AWARD UNDER
THE CYTEC INDUSTRIES INC.
1993 STOCK AWARD AND INCENTIVE PLAN
[Date]
Name
Shares of Restricted Stock:______
Dear [Name]:
For your valued service on the Board of Directors (the "Board") of Cytec
Industries Inc. (the "Company") and pursuant to the resolution of the Board of
Directors dated February 9, 2006, you are hereby granted the number of shares of
Cytec Common Stock, par value of $.01 per share, set forth above ("Restricted
Stock"). The number of shares was determined by dividing $55,000 by $[price],
the closing price of Cytec common stock on [date], the date of Cytec's annual
meeting of common stockholders. This Award is subject to the terms and
conditions hereof and of the Company's 1993 Stock Award and Inceptive Plan, as
amended (the "Plan").
(1) The Company will cause the shares of Restricted Stock to be issued and
registered in your name in book entry form on the Company's stock register. You
agree that only the Company is authorized to direct the transfer or disposition
of Restricted Stock from this account and you hereby irrevocably constitute and
appoint Cytec Industries Inc. as attorney to transfer the shares of Restricted
Stock awarded to you under this Agreement with the full power of substitution in
the premises. Upon satisfying the vesting provisions below, a certificate for
the shares will be forwarded to you at your address then appearing on the
Company's stock register.
(2) Subject to Paragraphs 6, 7 and 8 of this Agreement, the Restricted Stock
shall vest in full, effective as of the third anniversary of the date of this
Award.
(3) The Restricted Stock may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of; and neither the right to receive the
Company's common stock ("Common Stock"), nor any interest therein or under the
Plan, may be assigned; and any attempted assignment shall be void.
(4) Subject to Section 6 and prior to vesting, the Company will pay you any
dividends that are declared and paid with respect to the shares of Restricted
Stock.
(5) Except as limited by this Agreement or the Plan, you shall have, as
holder of non-forfeited shares of Restricted Stock, all of the rights of a
common stockholder of the Company, including the right to vote. Nevertheless,
securities distributed in respect of such Restricted Stock in connection with a
stock split, stock dividend, recapitalization or other similar transaction shall
be deemed to be Restricted Stock with respect to which such stock has been
distributed.
(6) If you cease to serve as a member of the Board prior to the date of
vesting, all shares of Restricted Stock shall be forfeited. However, vesting
will continue after separation from the Board if:
(i) such resignation or refusal is the result of your death or
disability (as defined in the Plan); or
(ii) such resignation or refusal to stand for reelection is approved
(as it relates to your reasons for terminating your services as a
Board member) or requested by a majority of the remaining members
of the Board or by stockholders owning a majority of the voting
stock of the Company.
(7) As provided in the Plan, upon the occurrence of a Change in Control (as
defined in the Plan) the unvested shares of Restricted Stock shall immediately
vest. Upon such occurrence, the vested shares of Restricted Stock shall be
delivered to you promptly.
(8) Within 30 days of the date of this Award, you may elect (the "Restricted
Stock into Deferred Stock Election") by providing notice to the Secretary of the
Compensation Committee that all of your Restricted Stock subject to this Award
be forfeited as of the date it normally would vest and that you be issued on
such date, in lieu thereof, a Deferred Stock Award for the equivalent number of
shares. At the time of the Restricted Stock into Deferred Stock Election, you
will also make an election as to the form of payment of your Deferred Stock
Award consistent with the payment options set forth in the Plan.
(9) Nothing in this Award shall confer on you any right to continue to serve
as a member of the Board.
(10) The Company reserves the right to require that stock certificates
issuable to you in connection with this Award be delivered to you only within
the United States.
(11) The Common Stock issued to you hereunder may not be resold by you except
pursuant to an effective registration statement under the Securities Act of
1933, as amended, or pursuant to an exception from registration, such as Rule
144.
(12) Once Restricted Stock vests as herein provided, it shall no longer be
deemed to be Restricted Stock, and your rights thereto shall not be subject to
the restrictions of this Agreement or of the Plan.
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In the event of any conflict between the terms of this Agreement and the
provisions of the Plan, the provisions of the Plan shall govern.
If you accept the terms and conditions set forth in this Agreement, please
execute the enclosed copy of this letter where indicated and return it as soon
as possible, at which time the award shall become effective.
Very truly yours,
CYTEC INDUSTRIES INC.
BY:
--------------------------
Secretary - Compensation
and Management Development Committee
Encls.
ACCEPTED:
- ----------------------------
Director Name:
Social Security No
Date:
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BOD-Restricted Stock Award 2008
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