Exhibit 10.3
ADDRESSEE ONLY
--------------
Mr. Shane FLEMING
-----------------
New Jersey, December 11th, 2005
Dear Mr. Fleming,
In the frame of your employment contract with Cytec Industries INC., we hereby
have the pleasure
to offer you a
temporary assignment
in Brussels, Belgium
within Cytec Surface Specialties SA/NV.
As from January 1st, 2006, you will be assigned to Belgium for a
period of three
years. Given that such
assignment
requires some flexibility, Cytec Surface
Specialties retains
the right to extend or reduce this term, taking into
consideration the
evolution of business needs with a maximum of 5 years in
total.
The policy applicable during your assignment to Belgium will be the
Expatriation
Policy 2006.
The breakdown of your package is shown on the enclosed sheet
(enclosure 1).
1. EMPLOYMENT
AGREEMENT
--------------------
During your temporary
employment at Cytec Surface Specialties SA/NV, your
employment agreement with Cytec Industries Inc. will remain in
force.
This
employment
agreement will, by mutual agreement, be subject to the
additional provisions
as set out in this
letter, as well as to
the legal
provisions of the country you will be working in (i.e.
Belgium).
The
termination
of your US
contract would put an automatic end to the
present assignment contract.
2. JOB
DESCRIPTION
---------------
During your Belgian
assignment you will be
employed as `President
Cytec
Specialty Chemicals'.
3.
REMUNERATION
------------
During your assignment in Belgium, you will receive from Cytec
Industries
Inc., onto your US bank account, a monthly gross salary of USD
30,000,00 (x
12/year) less actual social security contributions, hypothetical
income tax
and
other applicable deductions.
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International Assignment
S. Fleming
Page 2 of 5
During the
course of the
assignment,
your gross base salary will be
reviewed annually
according to the terms and procedures prevailing in the
Home country, but will be based on your
performance and achievement in the
Host
country.
At
the end of each year you may be entitled to a target bonus under the US
employee bonus system,
depending on your meeting your personal objectives
as
set out by Cytec Industries Inc.
4. SOCIAL
SECURITY
---------------
During your
assignment, you will
remain subject to the actual US
social
security, through the
social agreement signed between Belgium and the USA.
Cytec Surface
Specialties
SA/NV will undertake
all necessary measures
to
obtain the exception from the Belgian social security system materialized
through the Certificate of coverage.
In
addition, you will be entitled to benefit from a private medical
insurance contracted
and paid by Cytec Surface Specialties SA/NV and which
will
cover 80% of
medical and up to 100% hospitalization expenses and
repatriation insurance.
5. HOLIDAY
ENTITLEMENT
-------------------
Your
annual vacation entitlement will be in accordance with your US
vacation policy.
However, should local custom provide for a combined
vacation and bank holiday policy that is more generous, you may
participate
in
that policy.
6. TAX AND LEGAL
ASSISTANCE
------------------------
Given the taxation
competence
to be complied
with in Belgium, the tax
administration of each of the abovementioned elements needs to be examined
under the requirements
of the Belgian tax
legislation.
The assigned tax
consultants will help
you in meeting your tax filing obligations in both
the
Home and the Host
country. The fees
related to this duty will be paid
by
Cytec Surface Specialties.
Furthermore, in
Belgium, Cytec
Surface Specialties will undertake all
necessary measures
in order to
obtain the application of the foreign
executive's tax regime.
In
order to complete your tax returns, you are responsible for providing
all
necessary information
to the tax consultant in a timely manner. If you
fail
to provide this
information in the designated time period, and as a
result, cause a late
filing of your
returns, you will be liable for any
penalties, fines and interest incurred.
7. EXTRA LEGAL
BENEFITS
--------------------
During your Belgian assignment, you will remain eligible to
participate in
the
US Cytec Industries Inc. benefit plans including the flexible
benefits,
pension and savings and pro
