Form of Stock Option Grant letter



 Exhibit 10.2(d)(xiv) 

 

 

  

			
		  	E-1 for Executives Subject to 16(b)
		
		  	January 27, 2010
		
		  	Name:
		  	No. of Shares:
		  	Per Share Exercise Price: $

 February     , 2010, the date when you received written notification of all the terms of this grant, is the offer date (“Offer Date”) for this stock option grant. You have sixty (60) days after the
Offer Date to accept this stock option grant by signing and returning the enclosed “Acceptance” Form to Cytec Industries Inc., Compensation Department, U.S. Corporate Headquarters in Garret Mt. If you do not expressly accept this stock
option grant within sixty (60) days of the Offer Date (by April     , 2010), the grant will be deemed “non-qualifying” under Belgian tax law and the stock options will be taxable on the capital gain at normal
Belgian tax rates at the time of exercise. For Belgian tax purposes only, the option will be deemed to be granted on the 60th day following the Offer Date if you have returned the signed Acceptance Form within 60 days of the Offer Date.

 Dear Fellow Employee: 
 As a key employee of Cytec Industries Inc. (the “Company”), or of a subsidiary or affiliate 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 Common Stock of the Company, par value $.01 per share (“Common Stock”) set forth above at the per share exercise
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”). A copy of the Plan, under which this option is granted to you, will be made
available to you on request by contacting the undersigned. 
 The date of grant of this option is the date of this letter, which
is the date on which the Committee voted to grant this option, although you have sixty (60) days from the Offer Date to expressly accept the option. The per share exercise price set forth above is equal to the closing market price of Cytec
common stock on the NYSE on the date of grant. 
 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 exercise 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. 
 Certain restrictions with respect to the 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, and then only
(except as provided in paragraphs (5) and (6) below) if you are then an employee of the Company or of a company which on the date of exercise is a subsidiary or affiliate (as defined in the Company’s 1993 Stock Award and Incentive
Plan, as amended (the “Plan”)) of the Company. 
  

 1 








 (2) This option shall vest and be exercisable in cumulative installments over a period of three years as
follows: to the extent of not more than one-third of the number of shares subject hereto, at any time after the expiration of the first year of the term hereof; to the extent of not more than an additional one-third of such shares, at any time after
the expiration of the second year of such term; and to the extent of the remainder of such shares, at any time after the expiration of the third year of such term; provided that, as specified in Section 7 of the Plan, this grant shall be
immediately exercisable in full upon a Change of Control (as defined in the Plan). 
 (3) 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; provided however, upon any transfer, this option shall be exercisable by the transferee only to the extent that it would be exercisable by you if it had not been transferred.
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. 
 (4) In the event of termination of your employment, this option, to the extent not theretofore exercised, shall forthwith terminate unless such termination of employment shall be by reason of a cause
described in paragraph (5) or (6) below, in which case the provisions of paragraph (5) or (6) below, as the case may be, shall be applicable. 
 (5) In the event that your employment with the Company or a subsidiary or affiliate of the Company terminates by reason of your (i) death, (ii) disability or (iii) retirement on or after
your 55th birthday with ten or more continuous years of service or if not continuous, then ten or more years of combined service as determined in the discretion of the Company’s Vice President of Human Resources, and the date of termination is
eight months or more after the date of grant of this option, subject to paragraph (7). this option may be exercised by you, your estate, any transferee under paragraph 3 above, or any person who acquires the right to exercise this grant by reason of
your death, until one year after the last date on which any options or SARs granted to you by the Company, which are not subsequently cancelled, become fully exercisable (subject to installment exercise provisions of paragraph 2, above), but not
after ten years from the date of grant. 
 (6) In the event that the Company or a subsidiary or affiliate of the Company terminates your
employment (except for dishonesty or other good cause, in which case this grant expires), subject to paragraph (7), you may exercise this option at any time within one year after any such termination, but not after ten years from the date of grant,
to the extent of the number of shares which were exercisable by you at the date of such termination of your employment. 
 (7) In the event that
you compete, or you commence employment with or otherwise provide service to any person or entity which competes, with the Company or any of its subsidiaries or affiliates anywhere in the world in the research and development, manufacture,
distribution or sale of any specialty chemicals or materials as determined by the Board of Directors in its sole discretion, unless approved in writing by the then Chief Executive Officer of the Company, this option, to the extent not theretofore
exercised, shall forthwith terminate. 
 (8) The Company, with the approval of an officer, may, at any time and without cause, suspend the
exercisability of this option if it becomes aware of information that indicates that there may be grounds to

  

 2 








 
terminate your employment for dishonesty or other good cause. If upon conclusion of the investigation the Company determines that it has not discovered grounds to terminate your employment for
dishonesty or other good cause, the suspension shall be terminated. 
 (9) Nothing in this grant 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. The Plan is discretionary in nature and any Awards made
under the Plan are voluntary and occasional. No participant has any claim to be granted any Award or other benefits in lieu of any Award. Subject to applicable law, this Award and any payments in respect of this Award shall not be taken into account
for purposes of determining any benefits under any benefit plan of the Company or any of its subsidiaries, or for any notice payment or payment in lieu of notice. The Company shall have no obligation to make any future grants of Awards under the
Plan or otherwise to make any future Awards under the Plan as part of any participant’s annual compensation. 
 (10) 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 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, being retained as additional optional
withholding. 
 (11) 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 grant, (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, (iii) that the Company may withhold from you shares of Common Stock until the withholding taxes have been paid and (iv) to return immediately to the Company at its request any amounts which the Board of
Directors has directed the Company to recover from you in accordance with the terms of the Executive Claw Back policy as in effect on the date of this option and (v) to return immediately to the Company at its request any Gains you realize on
exercise of this option during the period commencing six months prior to termination of your employment and ending two years after your termination of employment if during such time period: (x) you disclose any Confidential Information to a
third party outside the scope of your employment or (y) you compete, or you commence employment with or otherwise provide service to any person or entity which competes, with the Company or any of its subsidiaries or affiliates anywhere in the
world in the research and development, manufacture, distribution or sale of any specialty chemicals or materials as determined by the Board of Directors in its sole discretion, unless approved in writing by the then Chief Executive Officer of the
Company. For purposes of this paragraph: “Gains” means the difference between the fair market value of the Company’s common stock on the date(s) you exercise any portion of this option and the exercise price, multiplied by the number
of options exercised, without regard to any tax liabilities arising from such exercise; and “Confidential Information” means any information which is, or is designed to be, used in the business of the Company or any of its subsidiaries or
affiliates or results from its or their research and/or development activities, (ii) is private or confidential in that it is not generally known or available to the public and (iii) gives the Company or any of its subsidiaries or
affiliates an opportunity to obtain an advantage over competitors who do not know or use it. 
 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. 
  

 3 








 This grant and all determinations made and actions taken pursuant hereto shall be governed by the laws of
the State of Delaware without giving effect to the conflict of laws principles thereof. You and the Company agree that any and all disputes arising under this grant are to be resolved exclusively by courts sitting in Delaware. You and the Company
irrevocably consent to the jurisdiction of such courts and agree not to assert by way of motion, as a defense, or otherwise, any claim that either you or the Company is not subject personally to the jurisdiction of such court, that the action, suit
or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that this grant and its terms may not be enforced in or by such court. 
 This grant and the exercise of this option are subject to the terms and conditions hereof and of the Plan. A copy of the Plan, under which this option is granted to you, will be made available to you on
request by contacting the undersigned. 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.
	
	 Secretary-Compensation and
 Management Development Committee



 Enc. 
  

 4