Exhibit 10.3

ADDRESSEE ONLY
--------------

                                             Mr. Shane FLEMING
                                             -----------------


                                             New Jersey, December 11th, 2005


Dear Mr. Fleming,


In the frame of your employment  contract with Cytec  Industries INC., we hereby
have the  pleasure  to offer you a temporary  assignment  in  Brussels,  Belgium
within Cytec Surface Specialties SA/NV.

As from January 1st, 2006, you will be assigned to Belgium for a period of three
years.  Given that such  assignment  requires  some  flexibility,  Cytec Surface
Specialties  retains  the  right to  extend or reduce  this  term,  taking  into
consideration  the  evolution  of  business  needs  with a maximum of 5 years in
total.

The policy applicable during your assignment to Belgium will be the Expatriation
Policy 2006.

The breakdown of your package is shown on the enclosed sheet (enclosure 1).


1.   EMPLOYMENT AGREEMENT
     --------------------

     During your temporary  employment at Cytec Surface  Specialties SA/NV, your
     employment agreement with Cytec Industries Inc. will remain in force.

     This  employment  agreement  will, by mutual  agreement,  be subject to the
     additional  provisions  as set out in this letter,  as well as to the legal
     provisions of the country you will be working in (i.e. Belgium).

     The  termination  of your US  contract  would put an  automatic  end to the
     present assignment contract.


2.   JOB DESCRIPTION
     ---------------

     During your Belgian  assignment  you will be employed as  `President  Cytec
     Specialty Chemicals'.


3.   REMUNERATION
     ------------

     During your assignment in Belgium,  you will receive from Cytec  Industries
     Inc., onto your US bank account, a monthly gross salary of USD 30,000,00 (x
     12/year) less actual social security contributions, hypothetical income tax
     and other applicable deductions.


<PAGE>


International Assignment
S. Fleming
Page 2 of 5

     During  the  course of the  assignment,  your  gross  base  salary  will be
     reviewed annually  according to the terms and procedures  prevailing in the
     Home country,  but will be based on your performance and achievement in the
     Host country.

     At the end of each year you may be entitled to a target  bonus under the US
     employee bonus system,  depending on your meeting your personal  objectives
     as set out by Cytec Industries Inc.


4.   SOCIAL SECURITY
     ---------------

     During your  assignment,  you will  remain  subject to the actual US social
     security,  through the social agreement signed between Belgium and the USA.
     Cytec Surface  Specialties  SA/NV will undertake all necessary  measures to
     obtain the exception from the Belgian social security  system  materialized
     through the Certificate of coverage.

     In  addition,  you will be  entitled  to  benefit  from a  private  medical
     insurance  contracted and paid by Cytec Surface Specialties SA/NV and which
     will  cover 80% of  medical  and up to 100%  hospitalization  expenses  and
     repatriation insurance.

5.   HOLIDAY ENTITLEMENT
     -------------------

     Your  annual  vacation  entitlement  will  be in  accordance  with  your US
     vacation  policy.  However,  should  local  custom  provide  for a combined
     vacation and bank holiday policy that is more generous, you may participate
     in that policy.

6.   TAX AND LEGAL ASSISTANCE
     ------------------------

     Given the  taxation  competence  to be complied  with in  Belgium,  the tax
     administration of each of the abovementioned  elements needs to be examined
     under the  requirements  of the Belgian tax  legislation.  The assigned tax
     consultants  will help you in meeting your tax filing  obligations  in both
     the Home and the Host  country.  The fees related to this duty will be paid
     by Cytec Surface Specialties.

     Furthermore,  in Belgium,  Cytec  Surface  Specialties  will  undertake all
     necessary  measures  in order to  obtain  the  application  of the  foreign
     executive's tax regime.

     In order to complete your tax returns,  you are  responsible  for providing
     all necessary  information to the tax consultant in a timely manner. If you
     fail to provide this  information in the designated  time period,  and as a
     result,  cause a late  filing of your  returns,  you will be liable for any
     penalties, fines and interest incurred.


7.   EXTRA LEGAL BENEFITS
     --------------------

     During your Belgian assignment,  you will remain eligible to participate in
     the US Cytec Industries Inc. benefit plans including the flexible benefits,
     pension and savings and profit sharing plans.


8.   RELOCATION PROCESS
     ------------------

     Expenses  related to your  relocation to Belgium will be supported by Cytec
     Surface  Specialties  SA/NV,  subject to the terms and  conditions  set out
     below.


<PAGE>


International Assignment
S. Fleming
Page 3 of 5

     8.1. Travel expenses
     Cytec Surface  Specialties  will reimburse your travel expenses to Belgium,
     as well as your family's, at the beginning of your assignment.


     8.2. Moving
     The company will pay the expenses  relating to the moving of your  personal
     belongings  to your  chosen  accommodation  in Belgium.  The  International
     Mobility  Department  will  arrange  your  moving in  collaboration  with a
     relocation company designated by Cytec Surface Specialties.

     Cytec Surface  Specialties  SA/NV will bear the cost of an insurance policy
     against damages during the move. Therefore,  you are requested to submit to
     the moving company at least one week prior to the move, a detailed list and
     valuation of the household goods to be moved.

     Upon  completion of your assignment to Belgium,  Cytec Surface  Specialties
     will pay the expenses relating to the moving of your personal belongings to
     your home country.


     8.3. Settling-in allowance
     Cytec Surface Specialties will pay a flat rate settling-in allowance of USD
     10,000.00 at the beginning of your  employment.  We would like to draw your
     attention that in case of tax control or queries by the tax authorities, it
     is the employee's responsibility to produce proof of his relocation costs.


     8.4. Relocation
     You and your spouse are  entitled to a one-week  house  hunting  trip.  The
     travel to and from New Jersey  and the hotel will be paid by Cytec  Surface
     Specialties.  A  professional  relocation  company  will  help you with any
     question  with regards to living in Belgium  (lease  agreement,  utilities,
     real estate agency & house hunting,  bank account set up, liaison with bank
     to assist in mortgage  application  and  approval  process...)  during your
     stay.  In case you do not find a house  immediately  or in case you  cannot
     enter into your house immediately,  Cytec Surface  Specialties will pay for
     temporary accommodation, up to a maximum of three months.

     Cytec will also  assist you and bear the costs of the sale of your  current
     accommodation in New Jersey and will further assist you for the purchase of
     a condo.


9.   HOUSING
     -------

     During  your  stay  in  Belgium,  your  will  be  entitled  to  stay  in an
     accommodation with a monthly rental of up to EUR 4,600.00.  This amount can
     be reviewed  in case of an  increase  in rental  prices at the onset of the
     assignment.


9.   HOME LEAVE
     ----------

     Cytec  Surface  Specialties  will  provide you and your family  (spouse and
     children)  with two roundtrip  return tickets per twelve months stay in the
     Host country.  If you choose not to use these tickets,  you are entitled to
     pass them on to close family members (parents only).

     In case of the death or serious  illness of a member of your family (direct
     line or second degree), you will be entitled to a return ticket to the USA.


<PAGE>


International Assignment
S. Fleming
Page 4 of 5

10.  EXPAT PREMIUM
     -------------

     You will be granted an Expat  Premium  amounting to an annual gross payment
     of USD  25,000.00,  the maximum  allocated  for an  assignment.  This first
     amount  represents the premium  granted during the first year of assignment
     and will be at the beginning of the assignment.  A pro-rated  second amount
     will be paid upon return to your home country and will  represent the final
     two year's expat premium.


11.  COLA (Cost of Living Allowance)
     -------------------------------

     It is anticipated  that you will receive a cost of living  allowance due to
     offset the  difference in the purchase  price of cost of goods and services
     between the USA and  Belgium.  This  allowance  is  determined  by applying
     appropriate  indices (as published by ORC) to your  spendable  income,  and
     will be adjusted  four times a year  relative to the ORC  official  rate of
     exchange and upon any changes in the index  resulting from pricing  surveys
     or  inflationary  adjustments.  The allowance can be increased,  reduced or
     withdrawn according to changes in the ORC index.

12.  TAX EQUALIZATION
     ----------------

     Your taxes will be equalized.  Your Belgian income tax burden should remain
     the same as if you lived in the USA and that no advantage  or  disadvantage
     shall accrue to you due to differences in income tax rates between  Belgium
     and the USA.  Cytec  Surface  Specialties  will bear the cost of the actual
     income taxes (home and host countries)  incurred during your assignment and
     linked to your professional incomes.

     Your US income tax burden,  which is labeled as "hypothetical tax", will be
     based on Cytec Surface Specialties  professional earned income (annual base
     salary, bonus, SOP) and the personal  income/deductions  that you may have.
     The  hypothetical  tax burden will be  deducted  from your  monthly  global
     compensation.

     There will be a reconciliation  at the end of each year to correct any over
     or under  payments  made  during  the year.  Please  note that any  refunds
     received by you and related to the taxable  income covered under the policy
     of tax  equalization  will be owed to the  Company and will not be yours to
     keep for as long as you remain an employee of Cytec.

     The  declaration of personal  income taxes,  in accordance with any and all
     tax regulations which apply, will remain your responsibility.


13.  COMPANY CAR
     -----------

     Cytec  Surface  Specialties  will put at your  disposal a company  car,  in
     accordance with the rules and regulations in force from time to time within
     the Belgian company.

     A deduction  for the private use of the car will be  applicable  during the
     assignment based on the Host country policy.


14.  MISCELLANEOUS
     -------------

     In case  unexpected  circumstances  would  arise  during  the  term of this
     agreement,  the parties will  discuss  these  circumstances  with a view to
     finding a solution suitable to both parties.


<PAGE>


International Assignment
S. Fleming
Page 5 of 5

     During this  assignment,  the  expatriate  agreement  will supersede the US
     contract terms when in conflict.



Looking forward to your acceptance of the assignment,


Yours sincerely,


            /s/ Joseph E. Marosits                            /s/ David Lilley
            ----------------------                          ------------------
                   J. Marosits                                  D. Lilley
      Vice-President Human Resources Cytec                      CEO Cytec

For acceptance


S. Fleming
----------

/s/ Shane Fleming
-----------------