Exhibit 10.2(j)
CYTEC SUPPLEMENTAL
EMPLOYEES’ RETIREMENT PLAN
(As amended and restated
effective January 1, 2009)
Effective as of January 1,
1994, Cytec Industries Inc. (the “Company”) established
the Cytec Supplemental Employees’ Retirement Plan (the
“Plan”). The Plan is intended to constitute an unfunded
pension plan maintained primarily for a select group of management
or highly compensated employees which is exempt from Parts 2, 3 and
4 of Title I of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”). The Plan makes up the
amount of the accrued benefits which cannot be provided under the
Cytec Past Service Retirement Plan and the Cytec Salaried and
Nonbargaining Employees’ Retirement Plan as a result of the
limitation on the amount of compensation which can be taken into
account under Section 401(a)(17) of the Internal Revenue Code
of 1986, as amended (the “Code”), and includes in the
calculation of compensation all such income in the year in which it
would have otherwise been credited for purposes of determining
benefits, even if receipt is deferred until a subsequent year. The
Plan is not a qualified plan under the Code and benefits are paid
by, or on behalf of, the Employer.
The Plan replaced 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 401(a)(17) of the Code. Pursuant to the Transfer and
Distribution Agreement dated December 17, 1993 between
American Cyanamid Company and Cytec Industries Inc., the Plan
assumed 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.
The Plan is amended and restated
effective January 1, 2009. The Plan, as amended and restated,
is intended to comply with Section 409A of Code, the
regulations thereunder and related guidance issued by the Internal
Revenue Service (“IRS”).
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 the
Company.
1.4 “ Code ”
means the Internal Revenue Code of 1986, as amended.
1.5 “ Company ”
means Cytec Industries Inc.
1.6 “ Compensation
Committee ” means the Compensation and Management
Development Committee of the Board of Directors, and any successor
thereto.
1.7 “ Eligible Employee
” means any person employed by an 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 401(a)(17)
Limitation in any Plan Year.
1.8 “ Employees’
Retirement Plan ” means the Cytec Salaried and
Nonbargaining Employees’ Retirement Plan, as amended from
time to time.
1.9 “ Employer ”
shall mean the Company, D Aircraft Products, Inc., Cytec Fiberite
Inc., any successor thereto, or any of the Company’s
subsidiaries which adopts the Plan with the consent of the Board of
Directors.
1.10 “ Normal Retirement
Date ” means the Normal Retirement Date as defined in the
Employees’ Retirement Plan.
1.11 “ Participant
” means an Eligible Employee who becomes a Participant
pursuant to Article II of the Plan.
1.12 “ Past Service
Plan ” means the Cytec Past Service Retirement
Plan.
1.13 “ Pension
Administration Committee ” means the Pension
Administration Committee created by the Board of Directors, and any
successor thereto.
1.14 “ Pension Plan
Benefit ” means the aggregate annual retirement benefit
payable to or on account of a Participant from the Retirement
Plans.
1.15 “ Plan ”
means this Cytec Supplemental Employees’ Retirement Plan, as
set forth herein, as amended from time to time.
1.16 “ Plan Year
” means each twelve (12) consecutive month period
commencing each January 1 and ending on the following
December 31.
1.17 “ Retirement Plans
” means the Past Service Plan and the Employees’
Retirement Plan.
1.18 “ Section 401(a)(17)
Limitation ” means the limit on the amount of
compensation which can be taken into account under
Section 401(a)(17) of the Code, as adjusted from time to time
by the Secretary of Treasury, for purposes of computing the accrued
benefits which can be paid from the Retirement Plans.
1.19 “
Section 415 Limitation ” means the limitation under
Section 415 of the Code on annual benefits payable from the
Retirement Plans.
1.20 “ Separation from
Service ” occurs on the date that the Participant dies,
retires, or otherwise has a termination of employment with the
Company (within the meaning of Treasury Regulation
Section 1.409A-1).
1.21 “ SERP Benefit
” shall mean the annual retirement benefit payable pursuant
to the terms of this Plan.
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1.22 “ 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.
1.23 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.
ARTICLE II
Participation
An Eligible Employee shall become a
Participant on the date the Eligible Employee becomes a participant
in a Retirement Plan or, if later, the date on which the Eligible
Employee satisfies the eligibility requirements to become a
Participant in the Plan, and the Compensation Committee designates
such individual as eligible to participate in the Plan.
An employee who is hired by an
Employer on or after April 1, 2007, shall not become a
Participant in the Plan. With respect to an employee who is rehired
by an Employer on or after April 1, 2007, and was previously a
Participant in the Plan, such Participant’s service with, and
compensation from, an Employer on and after April 1, 2007
shall not be taken into account for purpose of determining the SERP
Benefit under Article III of the Plan.
ARTICLE III
SERP Benefit
Each Participant who qualifies for a
normal, early or deferred Pension Plan Benefit under the Retirement
Plans shall be entitled to a SERP Benefit provided that the
Participant is credited with at least five Years of Service on the
date of the Participant’s retirement. The amount of a
Participant’s SERP Benefit shall be equal (a) minus
(b) as follows:
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(a)
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The
Participant’s Pension Plan Benefit, expressed as a straight
life annuity with no ancillary benefits, which would have been
payable to the Participant under the Retirement Plans absent the
application of the Section 401(a)(17) Limitation and the
Section 415 Limitation with respect to compensation in excess
of the Section 401(a)(17) Limitation, and including all
compensation when it would have otherwise been credited for
purposes of determining benefits, even if receipt is deferred to a
subsequent year; provided, however, that deferred compensation paid
in a subsequent year shall not again be included as compensation
for purposes of computing the SERP Benefit hereunder;
minus
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(b)
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The sum of the
Participant’s Pension Plan Benefit, expressed as a straight
life annuity with no ancillary benefits, and the
Participant’s annual benefit under the Cytec Excess
Retirement Plan, if any.
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ARTICLE IV
Vesting
A Participant shall become fully
vested in the SERP Benefit upon completion of five Years of
Service.
ARTICLE V
Death Benefits
If a married Participant who is
eligible for a SERP Benefit under the Plan dies and has not
commenced payment of the SERP Benefit, such Participant’s
spouse shall be eligible for a pre-retirement survivor annuity
under this Article V of the Plan.
The amount of the pre-retirement
survivor annuity shall be payable to the Participant’s spouse
in the form, and amount, that such spouse would have received if
the Participant had retired on the day before the
Participant’s death and had elected to receive the SERP
Benefit commencing immediately in the form of a Joint and 50%
Survivor Annuity.
If the Participant is at least age
55 on the date of death, payment of the pre-retirement survivor
annuity shall commence on the first business day of the month
following the Participant’s death, but in no event later the
fifteenth day of the third calendar month following the date on
which the Participant dies. If the Participant is not at least age
55 on the date of death, payment of the pre-retirement survivor
annuity shall commence on the first business day of the month
following the date that the Participant would have attained age 55
is the Participant had lived, but in no event later the fifteenth
day of the third calendar month following the date on which the
Participant would have attained age 55.
ARTICLE VI
Form of Payment
6.1 Form of
Payment
The Pension Administration Committee
shall obtain from each Participant no later than December 31,
2008, an election as to the form of payment of the
Participant’s SERP Benefit. A Participant may elect to have
the SERP Benefit paid in one of the following forms of
payment:
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(a)
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Modified
Spouse Option . An
adjusted SERP Benefit payable for the Participant’s life,
with the provision that after death, a percentage of the SERP
Benefit (10% to 100% in 10% increments, and 75%) shall be continued
during the life of the Participant’s spouse (at the time of
retirement), if the beneficiary survives the
Participant.
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(b)
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Contingent
Annuitant Option . An
adjusted SERP Benefit payable for the Participant’s life,
with the provision that after death, a percentage of the SERP
Benefit (10% to 100% in 10% increments, and 75%) shall be continued
during the life of the Participant’s beneficiary (at the time
of retirement), if the beneficiary survives the
Participant.
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(c)
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Ten-Year
Certain and Life Option .
An
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