DEFERRED COMPENSATION PLAN



 



Exhibit 10.12(o)


DEFERRED COMPENSATION PLAN


(as amended through December 9, 2002)


1.     Purpose. This Plan was originally adopted by the Company effective as of
January 1, 1996 and was amended effective as of January 21, 2002 and was
further amended effective as of December 9, 2002. This Plan’s purpose is to
allow the Company to avoid exceeding the Section 162(m) Limits by providing for
the discretionary deferral of certain amounts that otherwise would be paid to
executives under the I. C. Plan


2.     Deferrals.
No later than June 30 of each calendar
year (a “Plan Year”) commencing with the 2003 Plan Year, a Participant may
elect to defer any compensation paid to him in the year after such Plan Year
with respect to such Plan Year’s performance that is in excess of the
deductible Section 162(m) Limits as determined for such Plan Year by so
notifying the Secretary to the Committee. No deferral will be made pursuant to
this Plan for the 2003 Plan Year and subsequent years in the absence of such
election. With respect to the 2002 Plan Year, no deferral will be
made unless a Participant confirms that such deferral should be made
within 15 days after December 9, 2002, the date this
amendment was adopted. For the avoidance of doubt and by way of example, a Participant may
elect, on or before June 30, 2003 to defer compensation payable in 2004
with respect to the 2003 Plan Year that is in excess of the deductible Section
162(m) Limits as computed for the 2003 Plan Year. Such deferrals were
automatic for the 2001 Plan Year and preceding years. Each Participant shall
have established in his/her name a Deferred Cash Account. If with respect to
any Plan Year of the Company (provided, with respect to the 2002 and subsequent
Plan Years, only if the Participant has timely made a deferral election with
respect to such Plan Year), the deductible


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compensation of a Participant for such Plan Year would exceed (or but for the
deferral provided for herein would exceed) the Section 162(m) Limits, then:



	 	 	 
	 	 	
(i)     the Participant’s incentive compensation awarded with respect to
such Plan Year under the I. C. Plan shall be reduced by the amount of the
excess (but not below zero); and
	 	 	 
	 	 	
(ii)     there shall be credited to the Participant’s Deferred Cash Account,
as of the date that payment of incentive compensation would have been
made but for the reduction specified in clause (i) above, an amount equal
to the total amount of the aforesaid reduction in incentive compensation
under the I. C. Plan.



For purposes of this Section 2, it shall be conclusively presumed that all
compensation under the 1993 Stock Award and Incentive Plan (including but not
limited to performance stock, performance cash, deferred stock awards and stock
options) other than compensation pursuant to Section 6 of this Plan qualify as
“performance-based compensation” which is not subject to the Section 162(m)
Limits.


3.     Interest Equivalents. There shall be credited to each Participant’s
Deferred Cash Account, as of the last day of each calendar quarter, interest
equivalents on the average daily balance of Deferred Income in said account for
said calendar quarter. Interest equivalents shall be computed at a rate per
annum equal to the per annum rate, as of the last business day of the quarter,
of the 10-year Treasury Notes plus 1% per annum. If any Deferred Income is
disbursed to a Participant or a Beneficiary on a date other than the final day
of a calendar quarter, interest equivalents shall be credited on the Deferred
Income so disbursed for the partial calendar quarter ending as of the date of
such disbursement. Interest equivalents for such partial calendar quarters
shall be based on the


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10-year Treasury Note rate, plus 1% per annum, in effect on the next preceding
business day.


4.     Payments from Deferred Cash Account. Payment of the full amount of Deferred
Income in a Participant’s Deferred Cash Account and any Deferred Stock Award
made pursuant to Section 6 and any Dividend Equivalents thereon shall be made
March 31, or as soon thereafter as practicable, following the close of the year
in which the Participant shall cease, by reason of retirement or otherwise, to
be an employee of the Company or one of its subsidiaries.


5.     Special Provisions Relating to Payment.


     (a)     In case of a Participant’s death before the payment of the Deferred
Income, the total amount of the Deferred Income and any Deferred Stock Award
made pursuant to Section 6 and any Dividend Equivalents thereon shall be paid
to the Participant’s Beneficiary on March 31, or as soon thereafter as
practicable, after the year of the Participant’s death.


     (b)     With respect to the total amount of Deferred Income in a
Participant’s Deferred Cash Account and any Deferred Stock Award made pursuant
to Section 6 and any Dividend Equivalents thereon, or the then remaining unpaid
portion thereof, the Committee shall possess absolute discretion at any time
(including during employment) to accelerate the time of payment of such total
amount or remaining unpaid portion, as the case may be, to any extent that, in
its absolute discretion, it shall deem equitable or desirable under the
circumstances.


     (c)     If a Participant or any Beneficiary attempts to assign or otherwise
encumber his/her rights hereunder, the Company’s obligation to make any payment
to (i) such


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 Participant and/or the Beneficiary or (ii) such Beneficiary, as the case
may be, shall forthwith terminate. The determination as to whether an
attempted assignment has occurred resulting in a termination of the Company’s
obligation shall be made by the Committee in its absolute discretion, and the
decision of the Committee with respect thereto shall be conclusive.


     (d)     All payments under this Plan shall be made in cash. The Company
shall have the right to deduct from any distribution payable hereunder, amounts
required by an governmental authority to be withheld and paid to such
governmental authority with respect to such distribution. All other rights of
set-off are waived.


     (e)     The Plan shall be administered by the Committee, which shall have full
authority to interpret the Plan and to resolve ambiguities; and the
interpretation of the Committee shall be conclusive.


6.    Deferred Stock Awards in lieu of Deferred Cash.


     (a)     Notwithstanding anything else in this Plan to the contrary, any
Participant who makes an election to defer compensation pursuant to Section 2
of this Plan with respect to any Plan Year of the Company who is not in
compliance with the executive stock ownership guidelines of the Company as in
effect on the last day of such Plan Year may also elect to
receive any deferred compensation with respect to such year as a Deferred
Stock Award equal in amount to the nearest whole number of shares obtained by
dividing the amount of such deferred compensation by the closing price of Cytec
common stock on the business day immediately prior to the date such deferred
compensation would have been credited to his or her Deferred Cash
Account in lieu of a credit to his or her Deferred Cash Account. The
election must be made within 45 days after the end of such Plan
Year and in any event before the date such deferred compensation with
respect to such Plan Year would have been credited to his or her
Deferred Cash Account.


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     (b)     The Deferred Income at January 21, 2002 of any Participant who did
not then meet the executive stock ownership guidelines of the Company shall be
automatically converted on such date to a Deferred Stock Award under the 1993
Stock Award and Incentive Plan equal in amount to the nearest whole number of
shares obtained by dividing such Participant’s Deferred Income on January 21,
2002 by the closing price of Cytec common stock on January 18, 2002.


7.    Certain Provisions Relating to Participation. Neither any Participant nor
any person claiming under or through any Participant shall have any right or
interest, whether vested or otherwise, in any Deferred Income unless and until
all the terms, conditions and provisions hereof that affect such Participant or
such other person shall have been complied with as specified herein. Nothing
contained herein shall require the Company to segregate or earmark any cash or
other property, and such Participant or his/her Beneficiary, as the case may
be, shall have only an unsecured claim against the general assets of the
Company. By accepting any benefits under this Plan, each Participant and each
person claiming under or through any Participant, shall be conclusively deemed
to


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have indicated his or her acceptance and ratification of, and consent to, any
action or decision taken or made or to be taken or made hereunder by the
Company, the Board of Directors or the Committee.


8.     Beneficiaries. Each Participant may designate from time to time a
Beneficiary or Beneficiaries hereunder by filing a designation with the
Secretary of the Company. The Company shall be entitled to rely upon the last
such written designation in its possession in making any payment hereunder.
Notwithstanding the foregoing, if after a Participant’s death any dispute
should arise as to the entitlement of any person to any portion of the Deferred
Income, the Company’s obligations hereunder will be satisfied if it makes
payment to the Participant’s estate.


9.     Change in Control. If there occurs a “Change in Control,” as defined in the
Company’s 1993 Stock Award and Incentive Plan, all Deferred Income shall vest
and become immediately due and payable.


10.    Definitions. For the purposes of this Plan, the following terms have the
meanings respectively indicated:



	 	 	 
	 	 	
 (a)     “Beneficiary” means one or more persons or entities (including a
trust or estate) designated by the Participant in writing at any time or
from time to time or, in the absence of an effective designation, his/her
estate.
	 	 	 
	 	 	
 (b)     “Board of Directors” and “Board” mean the Board of Directors of the
Company.
	 	 	 
	 	 	
 (c)     “Code” means the Internal Revenue Code of 1986, as amended, and any
successor thereto.



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 (d)     “Committee” means the Compensation and Management Development
Committee of the Board of Directors, and includes any successor committee
created by the Board to administer the Company’s executive compensation
programs.
	 	 	 
	 	 	
 (e)     “Company” means Cytec Industries Inc., a corporation of the State of
Delaware.
	 	 	 
	 	 	
 (f)     “Deferred Cash Account” means an account established in the name of a
Participant, as provided in Section 2.
	 	 	 
	 	 	
 (g)     “Deferred Income” means all income that is deferred in accordance
with Section 2, together with all interest equivalents accrued thereon
and on previously-credited interest equivalents pursuant to Section 3,
but not including any amounts converted to a Deferred Stock Award
pursuant to Section 2.
	 	 	 
	 	 	
 (h)     “Deferred Stock Award” means any award of Deferred Stock under the
1993 Stock Award and Incentive Plan made pursuant to the terms of this
Plan and the payment of which is governed by the terms of this Plan.
	 	 	 
	 	 	
 (i)     “Dividend Equivalents” shall have the meaning assigned to such term
in the 1993 Stock Award and Incentive Plan.
	 	 	 
	 	 	
 (j)     “I. C. Plan” means the existing system (as well as any successor
system or plan) of annual cash bonuses payable to Company employees
(including Participants), pursuant to which annual target bonuses are
established based upon job levels and payments of bonuses as a percentage
of such targets are made based upon Company, business group and/or
individual performance.



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 (k)     “Participant” means an employee of the Company, or of a subsidiary
of the Company, whose compensation, with respect to any federal tax year
of the Company, would exceed (or would but for the deferral provided for
herein exceed) the Section 162(m) Limits. An employee shall be a
Participant with respect to incentive compensation paid after termination
of employment if such compensation would be subject to the Section 162(m)
Limits.
	 	 	 
	 	 	
 (l)     “Plan” shall mean this Deferred Compensation Plan, as from time to
time amended.
	 	 	 
	 	 	
 (m)     “Section 162(m) Limits” means the limits on deductible executive
compensation established by Section 162(m) of the Code and the
regulations thereunder for each tax year.
	 	 	 
	 	 	
 (n)     “1993 Stock Award and Incentive Plan” means the Cytec Industries
Inc. 1993 Stock Award and Incentive Plan, as amended from time to time
and, for purposes of this Plan, also includes any subsequently adopted
non-qualified executive compensation plan of the Company that provides
for stock options, restricted stock, deferred stock awards or other
stock-based compensation.




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