ESTRICTED STOCK AWARD UNDER
THE CYTEC INDUSTRIES INC.
1993 STOCK AWARD AND INCENTIVE PLAN
April 9, 2008
Ms. M. Regina Charles 102 St. Andrews Drive
Avondale, Pennsylvania 19311
Shares of Restricted Stock: 3,000
Dear Ms. Charles:
As a key employee of Cytec Industries Inc. (the "Company"), you have been
granted by the Compensation and Management Development Committee (the
"Committee") of the Board of Directors an award of Restricted Stock equal to the
number of shares of Common Stock as set forth above, par value of $.01 per share
of Cytec Industries Inc. ("Restricted Stock"). The shares will be issued from
Treasury Stock. This award is subject to the terms and conditions hereof and of
the Company's 1993 Stock Award and Incentive Plan (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. A certificate for any
shares that vest will be forwarded to you at your address appearing on the
Company's stock register after vesting has occurred.
(2) Subject to the terms of this Agreement and the Plan, the Restricted Stock
will vest as follows:
Date Shares Vesting
---- --------------
April 9, 2009 1,500
April 9, 2010 1,500
(3) You agree that any cash dividends paid on the Restricted Stock hereby
awarded to you that have not vested in your name will be held by the
Company on your behalf. If and when any such shares of Restricted Stock
vest in your name, the Company will pay you any dividends, without
interest, that the Company is holding on your behalf with respect to
shares. Any dividends held by the Company with respect to shares of
Restricted Stock that are forfeited, shall also be forfeited and shall
revert to the Company.
(4) 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,
stock of the Company 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 and shall be
subject to vesting, restrictions and a risk of forfeiture to the same
extent as the Restricted Stock with respect to which such stock is
distributed.
(5) If your employment with the Company or a subsidiary terminates on or prior
to the date of vesting, all unvested shares of Restricted Stock shall be
forfeited, except as provided in paragraph (5) below, or except as the
Committee shall otherwise determine.
(6) As provided in the Plan, upon the occurrence of a "change in control" all
unvested (and not previously forfeited) shares of Restricted Stock shall
immediately vest. Upon such occurrence, the vested shares of Restricted
Stock shall be delivered to you promptly.
(7) On or prior to the respective dates indicated below, you may elect, subject
to the consent of the Committee, that all or part of any installment
indicated below be forfeited as of the date it normally would vest and that
you be issued, in lieu thereof, a Deferred Stock Award for the equivalent
number of shares:
Date Installment Date by which Deferral
Scheduled to Vest Request Must be Made
----------------- --------------------
April 9, 2009 May 9, 2008
April 9, 2010 December 1, 2008
If you elect deferral, as indicated above, then effective as of the date on
which the related award of Restricted Stock otherwise would vest, the total
award shall be forfeited, and you will be issued instead a Deferred Stock
Award, as defined in Section 6(h) of the Plan, equal to the number of
shares of Restricted Stock so forfeited. Such Deferred Stock Award shall
accrue Dividend Equivalents which will be deferred in the form of
additional Deferred Stock based on the Closing Price of the company's
Common Stock on the New York Stock Exchange Consolidated Tape on the date
on which the related dividend is paid on the Company's Common Stock.
Deferred Stock resulting from deferral of Dividend Equivalents will
likewise bear Dividend Equivalents.
(8) You may satisfy your mandatory federal and state income tax withholding
obligations with respect to any Restricted Stock that vests (subject to
Committee acceptance, as set forth below, and subject to compliance with
Rule 16b-3 under the Securities Exchange Act of 1934 if you are an
executive officer of the Company) by requesting the Company to withhold the
number of shares having a fair market value as of the date of vesting equal
to the aggregate mandatory federal and state income tax withholding
obligations with respect to all of your Restricted Stock under this award
which vests on such date.
The fair market value of Restricted Stock will be determined on the same
basis that the value of the Restricted Stock is determined for federal
income tax withholding purposes. Your request must be submitted in writing
to the Committee, on forms approved by the Secretary to the Committee, no
later than the December 1 of the year prior to the date of vesting. The
Committee shall have sole discretion to determine whether or not to accept
your request, and failure by the Committee to accept your request on or
prior to the date of vesting shall constitute a denial of your request.
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(9) The Restricted Stock may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of; and neither the right to receive
stock, nor any interest therein or under the Plan, may be assigned; and any
attempted assignment shall be void.
(10) Nothing in this Award shall confer on you any right to continue in the
employ of the Company or any of its subsidiaries or affiliates or interfere
in any way with the right of the Company or any subsidiary or affiliate to
terminate your employment at any time.
(11) 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.
(12) You agree to pay the Company promptly, on demand, any withholding taxes due
in respect of the Awards made hereunder. The Company may deduct such
withholding taxes from any amounts owing to you by the Company or by any of
its subsidiaries or affiliates.
(13) 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.
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.
Very truly yours,
CYTEC INDUSTRIES INC.
BY: /s/ Roy Smith
---------------------
Roy Smith
Vice President, General Counsel
and Secretary
Enc.
ACCEPTED:
/s/ Marilyn R. Charles
- --------------------------
Employee Name: Marilyn R. Charles
Perf Cash Award E
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