Form of Performance Cash Award Grant Letter



 Exhibit 10.2(c) 
 PERFORMANCE CASH AWARD UNDER 
 THE CYTEC INDUSTRIES INC. 

1993 STOCK AWARD AND INCENTIVE PLAN 
 January 26, 2011 
 Mr(s). *********** 

Address *********** 
 ****************

 ********** ******* 
 Performance
Cash Award:    $***,*** at target 
 Performance Period: January 1, 2013 to December 31, 2013 

Dear Employee: 
 As a key
employee of Cytec Industries Inc. (the “Company”), or of a subsidiary or affiliate of the Company, you have been granted by the Compensation and Management Development Committee (the “Committee”) of the Board of Directors for the
one-year performance period indicated above a performance cash award, the base amount of which is equal to the amount set forth above (“Performance Cash”). This award is subject to the terms and conditions hereof and of the Company’s
1993 Stock Award and Incentive Plan (the “Plan”). Performance Cash is awarded pursuant to Section 6(j) of the Plan. Performance Cash, to the extent it becomes payable, will be paid as soon as practicable after determination that the
award is payable. This award is subject to Section 6A of the Plan. 
 Certain restrictions with respect to this award
include, but are not limited to, the following: 
 (1) Subject to the terms of this Award and subject to the attainment of
performance goals as hereinafter provided, this award of Performance Cash shall vest effective as of January 1, 2014; provided that such vesting shall be subject to the further requirement that the Committee certify that the performance goals
have been met. 
 (2) Performance goals, and the related payout matrix, for this award have been set by the Committee and will
be advised to you in writing. The performance goals are based on 2013 adjusted Earnings Per Share (EPS), 2013 Return on Invested Capital (ROIC), and average 2011, 2012 and 2013 Total Shareholder Return (TSR) as compared to Cytec’s stated Peer
Group. 30% of this Performance Cash award will vest in part, in full or in greater than the full amount based on EPS performance, 40% will vest in part, in full or in greater than the full amount based on ROIC performance and 30% will vest in part,
in full or in greater than the full amount based on relative TSR performance. The maximum amount payable under this award is twice the base amount specified at the head of this Agreement. The threshold amount payable if the minimum performance goal
is met is 15% for adjusted EPS, 20% for ROIC and 9% for relative TSR. There is no minimum amount payable. 
 (3) This Award is
not transferable otherwise than by will or by the laws of descent and distribution. Except as set forth in the preceding sentence, Performance Cash may not be sold, 








 Performance Cash Award 
 January 26, 2011 
  

 
assigned, transferred, pledged, hypothecated or otherwise disposed of and any attempt to do so shall be void. 
 (4) Performance Cash shall not bear any interest. 
 (5) If your employment with
the Company or a subsidiary or affiliate terminates on or prior to the end of the performance period, all unvested Performance Cash shall be forfeited, except as provided in paragraph (6) below. 

(6) If your employment with the Company or a subsidiary or affiliate terminates by reason of your (i) death, (ii) disability as
defined in the Company’s Long-Term Disability Plan, (iii) retirement on or after your 60th birthday, or (iv) under other circumstances determined by the Committee to be not contrary to the best interest of the Company, then, subject
to paragraph (7), if such termination occurs in 2013, your Performance Cash award shall not be forfeited by reason of such termination of employment; and if your employment so terminates in 2012, two-thirds of said award shall not be so forfeited;
and if your employment so terminates in 2011, one-third of said award shall not be so forfeited. 
 (7) In the event that you
compete, or you commence employment with or otherwise provide service to any person or entity which competes, with the Company or any of its subsidiaries or affiliates anywhere in the world in the research and development, manufacture, distribution
or sale of any specialty chemicals or materials as determined by the Board of Directors in its sole discretion, unless approved in writing by the then Chief Executive Officer of the Company, this award shall forthwith terminate. 

(8) As provided in the Plan, upon the occurrence of a “change in control,” the maximum amount of all unvested (and not
previously forfeited) Performance Cash payable hereunder (i.e., 200% of the base amount specified at the head of this Agreement to the extent not previously forfeited) shall immediately vest. Upon such occurrence, the vested Performance Cash shall
be paid to you as soon as administratively possible. 
 (9) Nothing in this award 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. The Plan is discretionary in nature and any Awards made
under the Plan are voluntary and occasional. No participant has any claim to be granted any Award or other benefits in lieu of any Award. Subject to applicable law, this Award and any payments in respect of this Award shall not be taken into account
for purposes of determining any benefits under any benefit plan of the Company or any of its subsidiaries, or for any notice payment or payment in lieu of notice. The Company shall have no obligation to make any future grants of Awards under the
Plan or otherwise to make any future Awards under the Plan as part of any participant’s annual compensation. 
 (10) You
agree to pay the Company promptly, on demand, any withholding taxes due in respect of the Awards made hereunder. The Company may deduct such withholding taxes from any amounts owed to you by the Company or by any of its subsidiaries or affiliates.

 (11) Your acceptance of this Award constitutes your agreement (i) to return immediately to the Company at its request
any amounts which the Board of Directors has directed the Company to recover 

  
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 Performance Cash Award 
 January 26, 2011 
  

 
from you in accordance with the terms of the Executive Claw Back Policy as in effect on the date of this Award and (ii) to return immediately to the Company at its request an amount equal to
the gross amount before any withholding or other deductions, and to cancel any Deferred Stock Awards, you received to settle this Award during the period commencing six months prior to termination of your employment and ending two years after your
termination of employment if during such time period: (x) you disclose any Confidential Information to a third party outside the scope of your employment or (y) you compete, or you commence employment with or otherwise provide service to
any person or entity which competes, with the Company or any of its subsidiaries or affiliates anywhere in the world in the research and development, manufacture, distribution or sale of any specialty chemicals or materials as determined by the
Committee in its sole discretion, unless approved in writing by the then Chief Executive Officer of the Company. For purposes of this paragraph: “Confidential Information” means any information which is, or is designed to be, used in the
business of the Company or any of its subsidiaries or affiliates or results from its or their research and/or development activities, (ii) is private or confidential in that it is not generally known or available to the public and
(iii) gives the Company or any of its subsidiaries or affiliates an opportunity to obtain an advantage over competitors who do not know or use it. 
 (12) In accordance with the terms of the Plan the Committee reserves the right to adjust, modify or amend any performance measure to the extent such change is permitted by 162(m) of the Code. Such changes
include, but are not limited to, equitable adjustments for corporate transactions and changes to reduce the payout if a target is achieved or to increase the target necessary to earn a payout. 

Once Performance Cash vests as herein provided, it shall no longer be deemed to be Performance Cash, and your rights thereto shall not be
subject to any restrictions under this Agreement or the Plan except as otherwise specifically set forth herein. 
 This grant
and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware without giving effect to the conflict of laws principles thereof. You and the Company agree that any and all disputes arising under
this grant are to be resolved exclusively by courts sitting in Delaware. You and the Company irrevocably consent to the jurisdiction of such courts and agree not to assert by way of motion, as a defense, or otherwise, any claim that either you or
the Company is not subject personally to the jurisdiction of such court, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that this grant and its terms may not
be enforced in or by such court. 
 In the event of any conflict between the terms of this Agreement and the provisions of the
Plan, the provisions of the Plan shall govern. 
 If you accept the terms and conditions set forth in this Agreement, please
execute the enclosed copy of this letter where indicated and return it as soon as possible. 
  

			
	Very truly yours,
	
	CYTEC INDUSTRIES INC.
		
	BY:	 	  




  
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 Performance Cash Award 
 January 26, 2011 
  


	
	Secretary, Compensation and Management
	    Development Committee


 Enc.

 ACCEPTED: 
  

	
	  

	Employee Name:
	Date:


  
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