RULE NO.1 UNDER 1993 STOCK AWARD



 



Exhibit 10.12(c)


As Effective 1/20/03


RULES OF GENERAL APPLICATION UNDER

THE CYTEC INDUSTRIES INC. 1993

STOCK AWARD AND INCENTIVE PLAN


Rule 1. This Rule applies to Performance Stock Awards granted to Executive
Officers of the Corporation by the Compensation and Management Development
Committee (the “Committee”) with respect to the Performance Periods set forth
in the related “Target Document.”



	 	(a)	 	Definitions. As used in this Rule, the following terms shall have the
following respective meanings:




	 	(i)	 	“Performance Period” means January 1-December 31, 2003,
January 1-December 31, 2004 or January 1-December 31, 2005, as the
context requires.
	 
	 	(ii)	 	“Plan” means the 1993 Stock Award and Incentive Plan of the
Corporation.
	 
	 	(iii)	 	Terms defined in the Plan and used, but not defined, in this
Rule shall have the respective meanings ascribed thereto in the
Plan.




	 	(b)	 	Payout Targets – Performance Stock Awards. Subject to paragraph (c)
below (“Deferred Stock Awards”), and subject to the terms of the Performance
Stock Award Grant Letters (Performance Stock Award Grant Letters for the
2003 and subsequent Performance Periods), restrictions on Performance Stock
Awards shall lapse if and to the extent that the EPS performance targets set
forth in a separate document (hereinafter called the “Target Document”)
entitled “Performance Stock Awards – 2003, 2004, 2005 Performance Periods –
Executive Officers” are met. The Target Document shall be identified by the
signature of the Secretary to the Committee and filed with the records of
the Committee.
	 
	 	(c)	 	Deferred Stock Awards.




	 	(i)	 	The Committee may, prior to the beginning of the Performance
Period with respect to a Performance Stock Award, offer a
Participant who had been granted such an award the opportunity to
elect to defer all or a specified portion of such award in the form
of a Deferred Stock Award. If a Participant elects deferral in
accordance with the procedures established by the Committee, then,
effective as of the date on which the related award of Performance
Stock is to vest, the total award (or such lesser percentage of such
total award as shall have been elected by the Participant and
accepted by
the Committee) shall be forfeited, and the Participant will be issued
instead a Deferred Stock Award, as defined in Section 6(h) of the
Plan, equal to the




 






 




	 	 	 	number of shares of Performance 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 Corporation’s Common Stock in the New York Stock Exchange
Consolidated Tape on the date on which the related dividend is paid
on the Corporation’s Common Stock.
	 
	 	(ii)	 	Deferred Stock resulting from deferral of Dividend
Equivalents will likewise bear Dividend Equivalents.




	 	(d)	 	Executive Committee. The Executive Committee is authorized to set (and
change) performance targets for Performance Stock awards granted to
employees who are not “Executive Officers” of the Corporation; provided that
such performance targets shall be reported to the Committee. The targets so
reported shall be deemed approved and ratified by the Committee, unless the
Committee rejects them at its first meeting following such report.
	 
	 	(e)	 	Additional Bonuses. The foregoing long-term incentive awards are not
intended to be exclusive, and the Corporation may grant any other additional
forms of compensation, including but not limited to annual incentive
compensation, stock options, special recognition awards, stock appreciation
rights or any other form of compensation whatsoever.