Exhibit 10.2(f)
CYTEC INDUSTRIES
INC.
Executive Income Continuity
Plan
(as amended and restated
December 15, 2008)
1. Purpose . The purpose of
this Executive Income Continuity Plan (the “Plan”) is
to retain the services of executives in the senior management group
of Cytec Industries Inc. (the “Company”) and its
subsidiaries and to reinforce and encourage the continuing
attention, dedication and loyalty of these executives without the
distraction of concern over the possibility of involuntary or
constructive termination of employment resulting from unforeseen
developments, by providing income continuity for a limited
period.
The Plan is amended and restated
effective December 15, 2008. The Plan, as amended and
restated, is 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. Definitions . Unless the
context otherwise requires, the following terms shall have the
meanings respectively indicated:
(a) “Board of Directors”
shall mean the board of directors of Cytec Industries
Inc.
(b) “Cause” shall mean
(i) the willful and continued failure by a Participant
substantially to perform such Participant’s duties with the
Company (other than any such failure resulting from such
Participant’s incapacity due to physical or mental illness),
after a demand for substantial performance is delivered to the
Participant by the Company which specifically identifies the manner
in which the Company believes that the Participant has not
substantially performed such Participant’s duties, or
(ii) the willful engaging by the Participant in conduct
demonstrably injurious to the Company. For purposes of this
definition, no act, or failure to act, on the part of a Participant
shall be considered “willful” unless done, or omitted
to be done, by such Participant without reasonable belief that such
Participant’s action or omission was in the best interests of
the Company and was lawful.
(c) A “Change in
Control” shall be deemed to have occurred upon the occurrence
of the one of the following events:
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(i)
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Any one person,
or more than one person acting as a group, acquires ownership of
stock of the Company that, together with stock held by such person
or group, constitutes more than 50% of either the total fair market
value or total voting power of the stock of the Company;
or
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(ii)
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Any one person, or more than one
person acting as a group, acquires (or has acquired during the
12-month period ending on the date of the most
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recent acquisition by such person
or persons) ownership of stock of the Company possessing 35% or
more of the total voting power of the Company; or
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(iii)
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A majority of
members of the Board is replaced during any 12-month period by
directors whose appointment or election is not recommended by a
majority of the members of the Board prior to the date of the
appointment or election; or
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(iv)
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Any one person,
or more than one person acting as a group, acquires (or has
acquired during the 12-month period ending on the date of the most
recent acquisition by such person or persons) assets from the
Company that have a total gross fair market value equal to or more
than 60% of the total gross fair market value of all of the assets
of the Company immediately prior to such acquisition.
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(d) “Company” shall mean
Cytec Industries Inc. and, except for the purposes of
Section 2(c) of the Plan, shall include any of its
subsidiaries which employs Participants of this Plan.
(e) “Compensation
Committee” shall mean the Compensation and Management
Development Committee as constituted from time to time of the Board
of Directors, or such other body as shall have similar authority
and responsibility.
(f) “Date of
Termination” shall mean (i) if the employment of a
Participant is terminated by death, the date of such
Participant’s death, (ii) if the Participant retires,
the date of such Participant’s retirement, (iii) if such
employment is terminated by the Company other than for Cause or
other than as a result of Disability, the date specified in the
Notice of Termination, (iv) if such employment is terminated
for Disability, the date of such Participant’s Disability,
(v) if employment is terminated by the Participant for Good
Reason, the date specified in the Notice of Termination,
(vi) if the Participant’s employment is terminated
following a Change in Control, the date in the Notice of
Termination, and (vii) otherwise shall be the last day of
work.
(g) “Disability” shall
mean that a Participant is unable to engage in any substantial
gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than 12
months.
(h) “Good Reason” shall
mean:
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(i)
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A change in
assignment resulting in the assignment to a Participant of
substantially reduced responsibilities compared with those assigned
to such Participant prior to such change, or any change in such
Participant’s status, authority or position which represents
a demotion (actual or de facto ) from such
Participant’s status, authority or position immediately prior
to such change, except in connection with the termination of such
Participant’s employment because of death or retirement, by
the Company for Disability or Cause, or by such Participant other
than for a Good Reason enumerated in any of the following
subparagraphs of this subsection (h);
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(ii)
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The assignment
to a Participant of duties inconsistent with such
Participant’s responsibilities prior to such assignment,
unless such new duties are consistent with a position of equal or
greater status, authority, and position;
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(iii)
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A reduction in
the base salary of a Participant as the same may be increased from
time to time;
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(iv)
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A failure to
continue the I.C. Plan (or a plan providing substantially similar
benefits) as the same may be modified from time to time but in a
form not less favorable than as of the date of adoption of this
Plan, or a failure to continue a Participant as a participant in
the I.C. Plan on a basis consistent with the basis on which the
I.C. Plan is administered as of such date;
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(v)
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A failure to
pay a Participant any portion of such Participant’s current
or deferred compensation within seven (7) days of the date
such compensation is due;
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(vi)
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The relocation
of the principal executive offices of the Company to a location
more than 50 miles from the location of the present executive
offices or outside of New Jersey, or requiring a Participant to be
based anywhere other than the principal executive offices (or, if a
Participant is not based at such executive offices, requiring such
Participant to be based at another location not within 50 miles of
such location) except for required travel on business to an extent
substantially consistent with such Participant’s duties and
responsibilities, or in the event of consent to any such relocation
of the base location of a Participant the failure to pay (or
provide reimbursement for) all expenses of such Participant
incurred relating to a change of principal residence in accordance
with the applicable personnel policies of the Company in effect
immediately prior to the Change in Control;
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(vii)
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The failure to continue in effect
any benefit or compensation plan (including but not limited to the
Long-Term Disability Plan, the I.C. Plan, stock option, stock
appreciation rights and stock appreciation right features of the
1993 Stock Award and Incentive Plan (or of any subsequent and/or
substitute plan)), the Employees’ Savings Plan, the
Supplemental Savings Plan, life insurance plan, health and accident
plan, disability or vacation plan in which a Participant is
participating, or the taking of any action which would adversely
affect participation (including the Participant’s eligibility
to participate, the amount of the Participant’s benefits, and
the level of the Participant’s participation relative to
other participants) in or materially reduce benefits under any of
such plans, or
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the failure to fund any
“rabbi trust” created for the payment of any of the
foregoing benefits, when, and to the extent, required by the terms
of any such trust, unless such action is required pursuant to law
or unless substantially similar benefits are continued in the
aggregate under other plans, programs or arrangements;
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(viii)
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The failure to
obtain the assumption of or an agreement to carry out the terms of
this Plan by any successor as contemplated in Section 10 of
the Plan; or
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(ix)
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Any purported
termination of a Participant’s employment by the Company
which is not effected pursuant to a Notice of Termination as herein
defined.
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(i) “I.C. Plan” means
the existing system of annual cash bonuses payable to Company
employees (including Participants), pursuant to which annual target
bonuses are established based upon job levels and payments of
bonuses as a percentage of such targets are made based upon
Company, business group and individual performance.
(j) “Notice of
Termination” shall mean a notice which indicates the specific
basis for termination of employment relied upon and shall set forth
in reasonable detail the facts and circumstances claimed to provide
such basis. The Notice of Termination shall also include the date
of termination.
(k) “Officers” shall
mean the chairman, vice chairman, president, and any other person
designated as an executive officer of Cytec Industries Inc. by
resolution of the Board of Directors.
(l) “Participant” shall
mean a person who is employed by the Company on a full-time basis
(as reflected in the Company’s payroll records) and for a
regular fixed compensation (other than on a retainer or
compensation for temporary employment) and who is included in the
membership of this Plan as provided in Section 3 of the
Plan.
(m) “Service”, as used
in Section 5 of this Plan, shall mean service as a full time
employee of the Company (as reflected in the Company’s
payroll records) or one of its subsidiaries.
3. Membership . All Officers
shall be Participants. The Compensation Committee may designate any
other employee as a Participant. After an employee becomes a
Participant, such employee’s membership shall continue
until
