Exhibit 10.2(o)
CYTEC INDUSTRIES
INC.
DEFERRED COMPENSATION
PLAN
(as amended and restated
December 15, 2008)
1. Purpose . The Cytec
Industries Inc. Deferred Compensation Plan (the “Plan”)
was originally adopted by Cytec Industries Inc. (the
“Company”) effective as of January 1, 1996 and was
amended effective as of January 21, 2002 and was further
amended effective as of December 9, 2002. This Plan’s
purpose is to allow the Company to avoid exceeding the
Section 162(m) Limits by providing for the discretionary
deferral of certain amounts that otherwise would be paid to
executives.
The Plan is amended and restated
effective December 15, 2008. The provisions of this amended
and restated Plan are intended to comply with Section 409A of
the Internal Revenue Code of 1986, as amended (the
“Code”), the regulations thereunder and related
guidance issued by the Internal Revenue Service
(“IRS”).
2. Deferrals . No later than
June 30 of each calendar year (a “Plan Year”), a
Participant may elect to defer any compensation paid to such
Participant in the year after such Plan Year with respect to such
Plan Year’s performance that is in excess of the deductible
Section 162(m) Limits as determined for such Plan Year by so
notifying the Secretary to the Committee. No deferral may be made
pursuant to this Plan in the absence of such election. For example,
a Participant may have elected, on or before June 30, 2008 to
defer compensation payable in 2009 with respect to the 2008 Plan
Year that is in excess of the deductible Section 162(m) Limits
as computed for the 2008 Plan Year. Each Participant shall have
established in such Participant’s name a Deferred Cash
Account. If with respect to any Plan Year of the Company (provided
that the Participant has timely made a deferral election with
respect to such Plan Year), the deductible compensation of a
Participant for such Plan Year would exceed (or but for the
deferral provided for herein would exceed) the Section 162(m)
Limits, then:
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(a)
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the
Participant’s incentive compensation awarded with respect to
such Plan Year under the I. C. Plan shall be reduced by the amount
of the excess (but not below zero); and
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(b)
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there shall be
credited to the Participant’s Deferred Cash Account, as of
the date that payment of incentive compensation would have been
made but for the reduction specified in clause (i) above, an
amount equal to the total amount of the aforesaid reduction in
incentive compensation under the I. C. Plan.
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For purposes of this Section 2
of the Plan, it shall be conclusively presumed that all
compensation under the 1993 Stock Award and Incentive Plan
(including but not limited to performance stock, performance cash,
deferred stock awards and stock options) other than compensation
pursuant to Section 6 of this Plan qualify as
“performance-based compensation” which is not subject
to the Section 162(m) Limits.
3. Interest Equivalents .
There shall be credited to each Participant’s Deferred Cash
Account, as of the last day of each calendar quarter, interest
equivalents on the average daily balance of Deferred Income in said
account for said calendar quarter. Interest equivalents shall be
computed at a rate per annum equal to the per annum rate, as of the
last business day of the quarter, of the 10-year Treasury Notes
plus 1% per annum. If any Deferred Income is disbursed to a
Participant or a Beneficiary on a date other than the final day of
a calendar quarter, interest equivalents shall be credited on the
Deferred Income so disbursed for the partial calendar quarter
ending as of the date of such disbursement. Interest equivalents
for such partial calendar quarters shall be based on the 10-year
Treasury Note rate, plus 1% per annum, in effect on the next
preceding business day.
4. Payments from Deferred Cash
Account . Payment of Deferred Income in a Participant’s
Deferred Cash Account and any Deferred Stock Award made pursuant to
Section 6 of the Plan and any Dividend Equivalents thereon
shall be made in a lump sum on the first day of the seventh month
following the Participant’s Separation from Service, except
as permitted under Section 5 of the Plan. In no event shall
payment be made later than the fifteenth day of the third calendar
month following the date on which the Participant has been
Separated from Service for six months (except as permitted under
Section 5 of the Plan).
5. Special Provisions Relating to
Payment .
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(a)
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In case of a
Participant’s death before the payment of the Deferred
Income, the total amount of the Deferred Income and any Deferred
Stock Award made pursuant to Section 6 of the Plan and any
Dividend Equivalents thereon shall be paid to the
Participant’s Beneficiary in a lump sum payment on the first
day of the month following the Participant’s death, provided
that in no event shall payment be made later than the fifteenth day
of the third calendar month following the date on which the
Participant died.
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(b)
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Other
provisions of the Plan notwithstanding, if, upon the written
application of a Participant, the Committee determines that the
Participant has suffered an Unforeseeable Emergency, then the
Administrator shall authorize a distribution hereunder on account
of Unforeseeable Emergency. Unforeseeable Emergency means a severe
financial hardship to the Participant resulting from:
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(i)
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A sudden and
unexpected illness or accident of the Participant or such
Participant’s spouse, Beneficiary or dependent (as defined in
Section 152(a) of the Code);
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(ii)
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The loss of a
Participant’s property due to casualty (including the need to
rebuild a home following damage to a home not otherwise covered by
insurance);
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(iii)
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Imminent
foreclosure of or eviction from the Participant’s primary
residence;
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(iv)
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The need to pay
for medical expenses, including non-refundable deductibles, as well
as for the costs of prescription drug medication;
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(v)
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The need to pay
for the funeral expenses of the Participant’s spouse,
Beneficiary or dependent (as defined in Section 152(a) of the
Code); and
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(vi)
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Other similar
or extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant.
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The circumstances that would
constitute an Unforeseeable Emergency will depend upon the facts of
each case, and the Committee has the sole and exclusive ability to
determine whether such an Unforeseeable Emergency exists, but, in
any case, such determination may not be made to the extent that
such hardship is or may be relieved (a) through reimbursement
or compensation by insurance or otherwise (without regard to a loan
or a withdrawal from the Savings Plan or any other qualified plan
maintained by the Company)
