Form of Stock Option Grant Letter



 Exhibit 10.2(b)(ii) 

 

 

  

			
		  	 E-1 for Executives Subject to 16(b)
  

January 28, 2009
  
 Name:
 No. of Shares:
 Per Share Exercise Price: $22.45



February 11, 2009, 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 13, 2009), 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 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. 

  
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 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. 
 (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 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, 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 

  
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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 of the Company terminates your employment (except for dishonesty or other good cause, in which case
this grant expires), 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) 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 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. 
 (8) 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.

 (9) 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. 
 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 and (iii) that the Company may withhold
from you shares of Common Stock until the withholding taxes have been paid. 
 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. 
 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. 

  
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		 	Very truly yours,
		
		 	CYTEC INDUSTRIES INC.
		
	By:	 	 /s/Marilyn Regina Charles

		 	Marilyn Regina Charles
		 	Secretary-Compensation and
		 	Management Development Committee


 Enc. 

  
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