Cytec Excess Retirement Benefit Plan



 Exhibit 10.2(i) 
 CYTEC EXCESS RETIREMENT BENEFIT PLAN 
 (as amended and restated effective January 1, 2009)

 Effective as of January 1, 1994, Cytec Industries Inc. (the “Company”) hereby establishes the Cytec Excess Retirement Plan
(the “Plan”). The Plan is intended to constitute an unfunded “excess benefit plan” as defined in Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) which is exempt from
ERISA’s provisions. The Plan provides benefits in excess of the limitations imposed by Section 415 of the Internal Revenue Code of 1986, as amended (the “Code”) on the benefits of certain employees participating in the Cytec Past
Service Retirement Plan and the Cytec Salaried and Nonbargaining Employees’ Retirement Plan. The Plan is not a qualified plan under the Code and benefits are paid by or on behalf of the Employer. 
 The Plan is intended to replace that portion of the American Cyanamid Company and Subsidiaries ERISA Excess Retirement Plan (the “Cyanamid Excess
Plan”) which provided benefits in excess of the limits imposed by Section 415 of the Code. Pursuant to the Transfer and Distribution Agreement dated December 17, 1993 between American Cyanamid Company and Cytec Industries Inc., the
Plan assumes such excess liabilities attributable to employees of the Company and certain subsidiaries of the Company covered by the Cyanamid Excess Plan on December 31, 1993 who became employees of an Employer on January 1, 1994.

 No employee became a Member in the Plan after December 31, 2004. No Participant accrued an Excess Benefit under the Plan after
December 31, 2004 and all Excess Benefits were fully vested as of December 31, 2004. All Participants have commenced payment of their Excess Benefits before December 31, 2008. No changes to the Plan has been made since
December 31, 2004. Therefore, the Excess Benefits provided under the Plan are grandfathered, and are not subject to Section 409A of the Code. 
 ARTICLE I 
 Definitions 
 1.1 “Actuarial Equivalent” means an amount or benefit of equal value based on a
6 1/2% interest rate and the 1971 TPF&C Forecast Mortality Table (or, at the discretion of the Pension Administration
Committee, the most recent version of such table) with employee ages set back one year and beneficiary ages set back five years. 
 1.2 “Board of Directors” means the Board of Directors of Cytec Industries Inc. 







 1.3 “Eligible Employee” means any person employed by the Employer who is a participant
in the Employees’ Retirement Plan and/or the Past Service Plan and whose vested benefits payable under either or both of the Retirement Plans are subject to the Section 415 Limitation in any Plan Year. No person employed by an Employer
shall become an Eligible Employee. 
 1.4 “Employees’ Retirement Plan” means the Cytec Salaried and Nonbargaining
Employees’ Retirement Plan, as amended from time to time. 
 1.5 “Employer” shall mean the Company, D Aircraft
Products, Inc., Cytec Fiberite Inc., any successors thereto, and any of the Company’s subsidiaries which adopts the Plan with the consent of the Board of Directors. 
 1.6 “Excess Benefit” shall mean the annual retirement benefit payable pursuant to the terms of this Plan. 
 1.7 “Member” means an Eligible Employee who becomes a Member pursuant to Article II. 
 1.8
“Normal Retirement Date” means the Normal Retirement Date as defined in the Employees’ Retirement Plan. 
 1.9
“Past Service Plan” means the Cytec Past Service Retirement Plan. 
 1.10 “Pension Plan Benefit” means the
aggregate annual retirement benefit payable to or on account of a Member from the Retirement Plans. 
 1.11 “Pension Administration
Committee” means the Pension Administration Committee created by the Board of Directors, and any successor thereto. 
 1.12
“Plan” means this Cytec Excess Retirement Plan, as set forth herein, as amended from time to time. 
 1.13 “Plan
Year” means each twelve (12) consecutive month period commencing each January 1 and ending on the following December 31. 
 1.14 “Retirement Plans” means the Past Service Plan and the Employees’ Retirement Plan. 
 1.15
“Section 415 Limitation” means the limitation under Section 415 of the Code on annual benefits payable from the Retirement Plans. 
 1.16 “Years of Service” means Years of Service as defined under the Employees’ Retirement Plan, which includes Years of Service credited for purposes of the Past Service Plan. 
 1.17 For purposes of this Plan, unless the context requires otherwise, the masculine includes the feminine, the singular the plural, and vice-versa. Any
reference to a “Section” or “Article” shall mean the indicated section or article of this Plan unless otherwise specified. 
  

 2 








 ARTICLE II 
 Participation 
 Each Eligible Employee who qualifies for a normal, early or deferred Pension Plan
Benefit under the Retirement Plans shall be entitled to an Excess Benefit computed in accordance with Section 3.1, provided that he is credited with at least five Years of Service on the date of his retirement. Participation in the Plan was
frozen effective December 31, 2004. 
 ARTICLE III 
 Excess Benefit 
 3.1 Amount of Excess Benefit  
 The amount of a Member’s Excess Benefit shall be equal to the difference between the Member’s Pension Plan Benefit, expressed as a straight life
annuity with no ancillary benefits, and the Pension Plan Benefit, expressed as a straight life annuity with no ancillary benefits, which would have been payable to the Member under the Retirement Plans absent the Section 415 Limitation. A
Member’s shall not accrue an Excess Benefit after December 31, 2004. 
 3.2 Benefits Upon Reemployment 
 If a Member is rehired after he is entitled to an Excess Benefit his Excess Benefit shall not be paid during such period of reemployment prior to Normal
Retirement Date, but shall commence or resume not sooner than the first day of the month following his subsequent retirement or separation. The Excess Benefit payable after his subsequent retirement or separation shall be the benefits earlier
applicable, plus any additional benefits computed in accordance with Section 3.1 insofar as additional employment entitled him to additional benefits. 
 ARTICLE IV 
 Vesting 
 An Eligible Employee shall become vested in his Excess Benefit in accordance with the same schedule and rules as are applicable in determining when he
becomes vested in his Pension Plan Benefit. 
  

 3 








 ARTICLE V 
 Death Benefits 
 A surviving spouse or contingent annuitant shall be entitled to the same survivor
annuity as provided for under the Employees’ Retirement Plan. A pension death benefit shall be payable under this Plan if a Member dies while eligible to retire under Article III and at such time, the Member has a preretirement survivor annuity
election (including an automatic option) in effect under the Employees’ Retirement Plan. The Member’s surviving spouse or contingent annuitant entitled to receive the preretirement survivor annuity under the Employees’ Retirement Plan
shall receive a benefit calculated pursuant to Section 3.1 hereof and adjusted in accordance with the option elected by the Member. An Excess Benefit payable to a beneficiary under this Plan upon the death of a Member will cease at the same
time the survivor benefit is terminated under the Employees’ Retirement Plan. If a Member has waived preretirement survivor annuity coverage under the Employees’ Retirement Plan, no death benefit shall be payable hereunder. 
 ARTICLE VI 
 Benefit Payments 

 6.1 Form of Payment 
 A
Member’s Excess Benefit payable under Article III of this Plan will be paid the same form and beginning at the same time as the Member’s Pension Plan Benefit under the Employees’ Retirement Plan. A Member’s designation of a joint
annuitant and/or beneficiary under the Employees’ Retirement Plan will also apply to Excess Benefits under this Plan. 
 6.2 Lump Sum
Cash-Outs 
 Notwithstanding Section 6.1, if the Member’s Excess Benefit payable under Article III of this Plan when combined
with the Member’s SERP Benefit under the Cytec Supplemental Employees’ Retirement Plan, if applicable, are less than $500 per month in the aggregate, the Pension Administration Committee shall immediately distribute the Excess Benefit in a
lump sum to the Member. For purposes of this calculation, the Excess Benefit and the SERP Benefit shall be expressed as a single life annuity payable immediately. For purposes of determining the present value of the lump sum, the actuarial
assumption set forth in the Retirement Plans for determining present value shall apply. 
 If a Member’s Excess Benefit would have been
distributed in a lump sum under the foregoing paragraph if this provision had been in effect when the Member commenced benefit payments, the Pension Administration Committee shall offer the Member a one-time irrevocable election to commute the
remaining annuity payments and take a lump sum distribution. 
  

 4 








 Notwithstanding the foregoing, the Pension Administration Committee shall not pay a lump sum distribution
to any Member who is also covered by the Cytec Executive Supplemental Employees’ Retirement Plan. 
 ARTICLE VII 
 Administration 
 7.1 Pension
Administration Committee 
 The Pension Administration Committee shall supervise the daily management and administration of the Plan. The
members of the Pension Administration Committee shall serve without compensation. 
 7.2 Responsibilities and Powers of the Pension
Administration Committee 
 The Pension Administration Committee shall have the responsibility: 
 (a) To administer the Plan in accordance with the terms hereof, and to exercise all powers specifically conferred upon the Pension Administration
Committee hereby or necessary to carry out the provisions thereof. 
 (b) To construe this Plan, which construction shall be conclusive,
correct any defects, supply omissions, and reconcile inconsistencies to the extent necessary to effectuate the Plan. 
 (c) To keep all
records relating to Members of the Plan and such other records as are necessary for proper operation of the Plan. 
 7.3 Operation of the
Pension Administration Committee 
 In carrying out the Pension Administration Committee’s functions hereunder: 
 (a) The Pension Administration Committee may adopt rules and regulations necessary for the administration of the Plan and which are consistent with the
provisions hereof. 
 (b) All acts and decisions of the Pension Administration Committee shall be approved by a majority of the members of
the Pension Administration Committee and shall apply uniformly to all Members in like circumstances. Written records shall be kept of all acts and decisions. 
 (c) The Pension Administration Committee may authorize one or more of its members to act on its behalf. The Pension Administration Committee may also delegate, in writing, any of its responsibilities and powers to an
individual(s) who is not a Pension Administration Committee member. 
  

 5 








 (d) The Pension Administration Committee shall have the right to hire, at the expense of the Employer,
such professional assistants and consultants as it, in its sole discretion, deems necessary or advisable, including, but not limited to, accountants, actuaries, consultants, counsel and such clerical assistance as is necessary for proper discharge
of its duties. 
 7.4 Indemnification 
 In addition to any other indemnification that a fiduciary, including but not limited to a member of the Pension Administration Committee, is entitled to, the Employer shall indemnify such fiduciary from all claims for
liability, loss or damage (including payment of expenses in connection with defense against such claim) arising from any act or failure to act which constitutes a breach of such individual’s fiduciary responsibilities with respect to this Plan
under any aspects of the law. 
 ARTICLE VIII 
 Miscellaneous 
 8.1 Benefits Payable by the Employer 
 All benefits payable under this Plan constitute an unfunded obligation of the Employer. Payments shall be made, as due, from the general funds of the
Employer. The Employer, at its option, may maintain one or more bookkeeping reserve accounts to reflect its obligations under the Plan and may make such investments as it may deem desirable to assist it in meeting with obligations. Nothing contained
in this Section 8.1 shall limit the ability of the Employer to pay benefits hereunder through a Rabbi Trust. Any such investments shall be assets of the Employer subject to claims of its general creditors. No person eligible for a benefit under
this Plan shall have any right, title to interest in any such investments. 
 8.2 Amendment or Termination 
 (a) The Board of Directors reserves the right to amend, modify, or restate or terminate the Plan; provided, however, that no such action by the Board of
Directors shall reduce a Member’s Excess Benefit accrued as of the time thereof. The provisions of this Section prohibiting an action by the Board of Directors which would reduce a Member’s accrued Excess Benefit cannot be amended without
the consent of all Members (including those who have retired). Any amendment to the Plan shall be made in writing by the Board of Directors, with or without a meeting, or shall be made in writing by the Pension Administration Committee, or any other
committee or person to the extent that the Board of Directors has specifically delegated the authority to make such amendment to the Plan to the Pension Administration Committee or such other committee or person. 
 (b) If the Plan is terminated, a determination shall be made of each Member’s Excess Benefit as of the Plan termination date (determined in
accordance with Section 8.2(a)). The amount of such benefits shall be payable to the Member at the time it would have been payable under Article VI if the Plan had not been terminated. No interest shall be credited on an Excess Benefit.

  

 6 








 8.3 Status of Employment 
 Nothing herein contained shall be construed as conferring any rights upon any Member or any person for a continuation of employment, nor shall it be
construed as limiting in any way the right of the Employer to discharge any Member or to treat him without regard to the effect which such treatment might have upon him as a Member of the Plan. 
 8.4 Payments to Minors and Incompetents 
 If a Member or beneficiary entitled to receive any benefit hereunder is a minor or is deemed by the Pension Administration Committee or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, they will
be paid to the duly appointed guardian of such minor or incompetent or to such other legally appointed person as the Pension Administration Committee might designate. Such payment shall, to the extent made, be deemed a complete discharge of any
liability for such payment under the Plan. 
 8.5 Inalienability of Benefits 
 The right of any person to any benefit or payment under the Plan shall not be subject to voluntary or involuntary transfer, alienation or assignment, and,
to the fullest extent permitted by law, shall not be subject to attachment, execution, garnishment, sequestration or other legal or equitable process. In the event a person who is receiving or is entitled to receive benefits under the Plan attempts
to assign, transfer or dispose of such right, or if an attempt is made to subject said right to such process, such assignment, transfer or disposition shall be null and void. 
 8.6 Governing Law 
 Except to the
extent pre-empted by federal law, the provisions of the Plan will be construed according to the laws of the State of New Jersey. 
 *        *        * 
  

					
	 /s/ ROY SMITH
	 		 	 12/15/2008

	ROY SMITH	 		 	DATE
			
	 /s/ MARILYN R. CHARLES
	 		 	 12/15/2008

	MARILYN R. CHARLES	 		 	DATE

  

 7