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Exhibit 10.9
(Translated from Dutch into English)
GROUP INSURANCE PRECAUTIONARY PLAN
Special stipulations
registered to
CYTEC SURFACE SPECIALTIES NV
Precautionary plan no. 07.3705
Drawn up on: 08.08.2005
AXA
Belgium, NV
authorized for insurance business under no. 0039 (KB 04-07-1979, BS 14-07-1979)
Company headquarters
Vorsttaan 25 - B-1170 Brussels o
Phone: 02/678 61 11
Fax: 02/678 93 40
Internet: www.axa.beo BTW BE
404 483 367 - HRB no. 356 389
<PAGE>
GROUP INSURANCE
PRECAUTIONARY PLAN
NAME OF THE FIRM
CYTEC SURFACE SPECIALTIES NV
Anderlechtstraat 133
1620 DROGENBOS
PRECAUTIONARY PLAN NO.
07.3705
INITIATION DATE
March 1, 2005
AGENCY
This precautionary plan replaces the plan in effect on December 31, 2004 for
the
members of the Executive Committee of NV SURFACE SPECIALTIES (07.3571).
Failing any written notice to the contrary from the subscriber, the previously
existing clauses that modify any benefit allotment also apply to the employer
contribution contract in this plan.
Any contracts ensuing from this plan shall serve, if necessary, as a guarantee
of possible policy advances allotted by the company on the previously existing
contracts.
SUBSCRIBER CATEGORY
Members of the Executive Committee of CYTEC SURFACE SPECIALTIES NV.
EXECUTIVE COMMITTEE refers to the committee that directs the Group and sees to
proper functioning of the current management. It consists of the CEO and the
General Directors.
CEO refers to each person appointed as delegated administrator.
AXA-BB
2/15
AXA
Belgium, NV
authorized for insurance business under no. 0039 (KB 04-07-1979, BS 14-07-1979)
Company headquarters
Vorsttaan 25 - B-1170 Brussels o
Phone: 02/678 61 11
Fax: 02/678 93 40
Internet: www.axa.beo BTW BE
404 483 367 - HRB no. 356 389
<PAGE>
GROUP INSURANCE
PRECAUTIONARY PLAN
SUBSCRIPTION CONDITIONS
Whatever the conditions stipulated below may be, they cannot have the result of
postponing subscription until after the person to be insured reaches the age of
25.
- subscribers must be employed by the
company at the time this plan takes
effect or later, on the basis of an
employment agreement signed for a
definite or indefinite duration and
must hold a mandate as a member of the
Executive Committee in the company.
Subscription goes into effect starting on the first day of the month following
the one in which the subscription conditions are met and not before this
precautionary plan is initiated.
AXA-BB
3/15
AXA
Belgium, NV
authorized for insurance business under no. 0039 (KB 04-07-1979, BS 14-07-1979)
Company headquarters
Vorsttaan 25 - B-1170 Brussels o
Phone: 02/678 61 11
Fax: 02/678 93 40
Internet: www.axa.beo BTW BE
404 483 367 - HRB no. 356 389
<PAGE>
GROUP INSURANCE
PRECAUTIONARY PLAN
DESCRIPTION OF THE PLAN
-----------------------
1 - PREMIUMS
--------------------------------------------------------------------------------
1.1. DESCRIPTION OF THE PREMIUMS
- THE ANNUAL EMPLOYER CONTRIBUTION TO
THE PENSION to be paid by the company
is x % x PAS x coefficient
in which
THE PENSIONABLE ANNUAL SALARY (PAS)
refers to:
FOR THE EMPLOYEES:
------------------
- if a subscriber performs effectively
for 12 months during the year that
serves as the calculation base: PAS
refers to the subscriber's gross basic
monthly salary in the month of
December of the year preceding the year of
payment of the employer
contribution, calculated on the basis of full-time
employment and with exclusion of any
variable salary, bonuses, fixed
compensation or any other
supplementary advantage, multiplied by 12, plus
the amount of the thirteenth month
paid in December of the relevant year
that serves as the calculation base
and of the double vacation bonus paid
during that same year; plus all
administrator premiums received during the
same year that serves as the
calculation base for a mandate in a company of
the Group;
- if a subscriber does not perform
effectively for 12 months during the year
that serves as the calculation base
(e.g. in case of leaving the company)
PAS refers to: the base salary of
the most recent complete month of
subscription and performed during
the year that serves as calculation base
calculated on the basis of full-time
employment and with exclusion of any
variable salary, bonuses, fixed
compensation or any other supplementary
advantage, multiplied by the number
of months performed effectively, plus
the amount of the thirteenth month
paid, if the occasion arises prorated
during the relevant year that serves
as the calculation base and of the
amount paid as double vacation bonus
during that same year; plus all
administrator premiums received for
a mandate in a company of the Group
with offices abroad;
- if subscription to this plan
commences during the course of a year, the
first employer contribution shall be
deposited in March of the next year
and shall be calculated on the basis
of the calculated pensionable annual
salary as stipulated above, with the
understanding that only the salaries
paid for the position held as
subscriber are taken into consideration
(meaning from the time of
subscription to the plan). The result of this is
that the salary of the most recent
complete month of the subscription and
performed during the year that
serves as the calculation base shall be
taken into consideration and
multiplied by the number of months in
employment during the year that
serves as calculation base;
- in case of early retirement or
starting at a time the subscriber no longer
meets the subscription conditions
during the course of the year, the
pensionable annual salary that is
taken into consideration shall be
calculated in proportion to the
actual performance delivered;
- moreover, the reference salary,
under any assumption, shall be adopted if
the occasion arises
AXA-BB
4/15
AXA Belgium, NV
authorized for insurance business under no. 0039 (KB 04-07-1979, BS 14-07-1979)
Company headquarters
Vorsttaan 25 - B-1170 Brussels o
Phone: 02/678 61 11
Fax: 02/678 93 40
Internet: www.axa.beo BTW BE 404 483 367 -
HRB no. 356 389
<PAGE>
GROUP INSURANCE
PRECAUTIONARY PLAN
for those subscribers who work
part-time during the year that serves as
calculation base, depending on the
part-time factor in effect in the year
that serves as calculation base. The
part-time factor is equal to the
fraction, with the nominator
representing the actually performed employment
system (meaning x % of full-time
employment) and the denominator
representing the full-time
employment system.
FOR INDEPENDENT EMPLOYEES:
--------------------------
- PAS means the subscriber's gross monthly
salary as decided by the company's
representative in the framework of
the mandate practiced or, if the
occasion arises, decided in the
service provision agreement signed with the
company and in effect in December of
the year preceding the year of payment
of the employer contribution
deposited by the company, with the exclusion
of every variable salary, bonuses,
fixed compensation or any other
supplementary advantage, multiplied
by 12, plus all administrator premiums
received during the year that serves
as calculation base for a mandate in a
Group company. If the salary of the
subscriber-independent employee is
established and/or expressed on an
annual basis, this annual amount is
divided by 12 to obtain the amount
of the gross monthly salary for the
month of December;
- If subscription to this plan
commences during the course of a year, the
first employer contribution shall be
deposited in March of the next year
and shall be calculated on the basis
of the calculated pensionable annual
salary as stipulated above, with the
understanding that only the salaries
paid for the position held as
subscriber are taken into consideration
(meaning from the time of
subscription to the plan). The result of this is
that the salary of the most recent
complete month of the subscription and
performed during the year that
serves as the calculation base shall be
taken into consideration and
multiplied by the number of months of
effective performance during the year that serves as calculation base;
- in case of leaving the company or
starting at the time the subscriber no
longer meets the subscription
conditions during the course of the year, the
pensionable annual salary that is
taken into consideration shall be
calculated in proportion to the
actual performance delivered.
FOR THE INSURED PARTIES AND FOREIGN EMPLOYEES:
----------------------------------------------
- who work simultaneously in the territory
of different nations and who
are/remain subscribers to the code,
the pensionable annual salary during
the period of their multiple
employment is equal to the pensionable annual
salary to be paid by the company as
stipulated above; plus any other basic
salary (gross base salary actually
received for employment as employee
and/or independent party in one or
more Group companies), with the
exclusion of all variable salaries,
bonuses, fixed compensation,
compensation typical for the
employer or all other supplementary
advantages.
AXA-BB
5/15
AXA
Belgium, NV
authorized for insurance business under no. 0039 (KB 04-07-1979, BS 14-07-1979)
Company headquarters
Vorsttaan 25 - B-1170 Brussels o
Phone: 02/678 61 11
Fax: 02/678 93 40
Internet: www.axa.beo BTW BE
404 483 367 - HRB no. 356 389
<PAGE>
GROUP
INSURANCE
PRECAUTIONARY PLAN
Moreover, the stipulations that
apply to part-time working subscribers
shall apply in the framework of this
article.
in which
CONTRACT means:
FOR EMPLOYEES: the employment
agreement
FOR INDEPENDENT EMPLOYEES: the
service provision agreement signed with the
company
The "X" percentage and the
coefficient are stipulated in the supplements to
this precautionary plan.
This premium reinforces the employer
contribution contract "F".
- LIMIT OF THE ANNUAL PENSION PREMIUM
-----------------------------------
The annual employer contribution to
the pension may not insure "pension"
payments in any case that exceeds
the one stipulated in article 16 of the
general stipulations entitled
"Limit of the "pension benefits": fiscal
rule".
In case this limit is exceeded, the
employer contribution shall be limited.
- THE ANNUAL EMPLOYER CONTRIBUTION TO
THE CAPITAL PAID OUT UPON DECEASE to be
paid by the company is the total
annual premium required to insure this
capital, defined in point 2.3.
This premium reinforces the employer
contribution contract "M".
1.2. PAYMENT AND CALCULATION OF THE PREMIUMS
The annual premiums of the year N stipulated above are deposited by the company
during the first eight days of the month of March in year N + 1; they are
augmented by all current or future taxes on the insurance premiums.
AXA-BB
6/15
AXA
Belgium, NV
authorized for insurance business under no. 0039 (KB 04-07-1979, BS 14-07-1979)
Company headquarters
Vorsttaan 25 - B-1170 Brussels o
Phone: 02/678 61 11
Fax: 02/678 93 40
Internet: www.axa.beo BTW BE
404 483 367 - HRB no. 356 389
<PAGE>
GROUP INSURANCE
PRECAUTIONARY PLAN
In case the extent of the subscriber's employment changes, the company shall
immediately notify the insurance company of this fact and inform it of the new
premiums that must be taken into consideration starting the first day of the
month in which the modification took place.
1.3. UPDATING DATE
On March 1 of every year.
2 - INSURANCE CONTRACTS AND SUBSCRIBER BENEFITS
-----------------------------------------------
2.1. INSURANCE COMBINATION
- Contract "F" is issued in
the insurance combination "Deferred capital with
repayment of the savings
balance" (UKMS) which provides the payment of a
capital if the subscriber is alive
on the expiration date or a capital
equal to the theoretical surrender
value in case of decease before that
expiration date.
- Since the contract is reinforced
according to the method of successive
purchase prices, the guarantees will
evolve in function of the amount of
the premiums deposited and of the
rates in effect at the time of their
maturity date.
- On January 1, 2005, the rate applied
to contract "F" includes a technical
interest rate of 3.25%. Every
possible modification of the rate shall be
activated in a supplement to the
current special stipulations.
- The "M" contract is issued
in the insurance combination "Temporary
insurance with a duration of 1
year", which provides payment of a capital
in case of the subscriber's decease
if this took place during the duration
of the contract.
If the subscriber is alive at the
expiration date of the contract, this
contract is terminated and all
premiums deposited shall remain the property
of the insurance company as the
price of the risk it has covered.
2.2. EXPIRATION OF CONTRACTS
Expiration of the "F" contract is set down as the time the subscriber
turns 65.
The "M" contract is annually renewable until the subscriber turns 65.
2.3. DESCRIPTION OF THE CAPITAL TO BE PAID UPON DECEASE
The capital to be paid upon decease insured by the "M" contract is:
1 x PAS
in which PAS is the pensionable annual salary as stipulated in point 1.1.
AXA-BB
7/15
AXA
Belgium, NV
authorized for insurance business under no. 0039 (KB 04-07-1979, BS 14-07-1979)
Company headquarters
Vorsttaan 25 - B-1170 Brussels o
Phone: 02/678 61 11
Fax: 02/678 93 40
Internet: www.axa.beo BTW BE
404 483 367 - HRB no. 356 389
<PAGE>
GROUP INSURANCE
PRECAUTIONARY
PLAN
The above-stipulated capital to be paid upon decease is reduced by the capital
to be paid upon decease insured by the "F" contract and the profit
sharing
payable upon decease. The capital to be paid upon decease thus determined forms
the capital insured by the "M" contract.
2.4. ANNUAL UPDATING OF THE LIFE INSURANCE
The coverage "upon decease" and the corresponding premiums are
calculated once
per year by the insurance company on the updating date set down in point 1.3.,
on the basis of the modifications that were made in the subscriber's salary.
For this purpose, the company shall give the insurance company the necessary
informatio






