Executive Income Continuity Plan

 

                                                                Exhibit 10.13(g)

                             CYTEC INDUSTRIES INC.
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                        Executive Income Continuity Plan
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                      As Revised through January 25, 1999
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     1.  Purpose.  The purpose of this Executive Income Continuity Plan (this
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Plan) is to retain the services of executives in the senior management group of
Cytec Industries Inc. 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.

     2.  Definitions.  Unless the context otherwise requires, the following
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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 (A) the willful and continued failure by a Plan
     Member substantially to perform his duties with the Company (other than any
     such failure resulting from his incapacity due to physical or mental
     illness), after a demand for substantial performance is delivered to him by
     the Company which specifically identifies the manner in which the Company
     believes that he has not substantially performed his duties, or (B) the
     willful engaging by him in conduct demonstrably injurious to the Company.
     For purposes of this definition, no act, or failure to act, on the part of
     a Plan Member shall be considered "willful" unless done, or omitted to be
     done, by him without reasonable belief that his 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 if:  (i)
     any "person", as such term is used in Sections 13(d) and 14(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act") (other
     than the Company, any trustee or other fiduciary holding securities under
     an employee benefit plan of the Company, or any company owned, directly or
     indirectly, by the stockholders of the Company in substantially the same
     proportions as their ownership of stock of the Company), is or becomes the
     "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
     directly or indirectly, of securities of the Company representing 20% or
     more (except as specifically provided below) of the combined voting power
     of the Company's then outstanding securities; or 

     (ii) there occurs any transaction or action which results in the
     individuals who at the beginning of a period commencing 24 hours prior to
     the commencement of the transaction were members of the Board of Directors,
     together with individuals subsequently elected to the Board upon the
     recommendation of a majority of the continuing directors, ceasing to
     constitute at least a majority thereof; or (iii) the stockholders or the
     Board of Directors of the Company approve a definitive agreement to merge
     or consolidate the Company with or into another corporation (including any
     such transaction in which the Company is the surviving corporation), or to
     sell or otherwise dispose of all or substantially all of its assets, or to
     adopt a plan of liquidation of the Company. Notwithstanding clause (i)
     above, beneficial ownership by a financial institution of securities of the
     Company representing 20% or more of the combined voting power of the
     Company's then outstanding securities shall not constitute a Change in
     Control if, at the first Board of Directors meeting occurring five days or
     more after the Company receives written notice of such event, and prior to
     the occurrence of an event described in clause (ii) above, the Board of
     Directors adopts a resolution to the effect that such ownership does not
     constitute a Change in Control; provided that (x) such a resolution shall
     not remain in effect for any further five percent (5%) increase in such
     financial institution's beneficial ownership, unless the Board of Directors
     so determines in accordance with a further resolution adopted by the Board
     of Directors in accordance with the procedures set forth in this sentence,
     (y) such resolution may be revoked by the Board of Directors at any time,
     and (z) the Board of Directors may place any additional or more stringent
     conditions on its determination that such event does not constitute a
     Change in Control.

          (d) "Company" shall mean Cytec Industries Inc. and, except for the
     purposes of paragraph (c) of this Section, shall include any of its
     subsidiaries which employs members 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 (A) if the employment of a Plan
     Member is terminated by his death, the date of his death, (B) if such
     employment is terminated by his Retirement, the date of such Retirement,
     (C) if such employment is terminated for Disability, upon the expiration of
     his continuous service credits as determined by the Company, (D) if his
     employment is terminated by him for Good Reason, the date specified in the
     Notice of Termination, and (E) if his employment is terminated for any
     other reason, the date on which Notice of Termination is given; provided
     that if 

     within 30 days after any Notice of Termination is given the party receiving
     such notice notifies the other party that a dispute exists concerning the
     termination, the Date of Termination shall be the date on which the dispute
     is finally resolved, either by mutual written agreement of the parties or
     by a final judgment, order or decree of a court of competent jurisdiction
     (the time for appeal therefrom having expired and no appeal having been
     perfected).

          (g) "Disability" shall mean inability of a Plan Member due to sickness
     or injury to perform the duties pertaining to his occupation with the
     Company, as determined in accordance with the Company's Long-Term
     Disability Plan and personnel policies.

          (h) "Good Reason" shall mean:

               (A) a change in assignment resulting in the assignment to a Plan
          Member of substantially reduced responsibilities compared with those
          assigned to him prior to such change, or any change in his status,
          authority or position which represents a demotion (actual or de facto)
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          from his status, authority or position immediately prior to such
          change, except in connection with the termination of his employment
          because of death or Retirement, by the Company for Disability or
          Cause, or by him other than for a Good Reason enumerated in any of the
          following subparagraphs of this Paragraph (h);

               (B) the assignment to a Plan Member of duties inconsistent with
          his responsibilities prior to such assignment, unless such new duties
          are consistent with a position of equal or greater status, authority,
          and position;

               (C) a reduction in the base salary of a Plan Member as the same
          may be increased from time to time;

               (D) 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 Plan Member 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;

               (E) a failure to pay a Plan Member any portion of his current or
          deferred compensation within seven (7) days of the date such
          compensation is due;

               (F) 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
          Plan Member to be 

          based anywhere other than the principal executive offices (or, if a
          Plan Member is not based at such executive offices, requiring such
          Plan Member to be based at another location not within 25 miles of
          such location) except for required travel on business to an extent
          substantially consistent with his duties and responsibilities, or in
          the event of consent to any such relocation of the base location of a
          Plan Member the failure to pay (or provide reimbursement for) all
          expenses of such Plan Member incurred relating to a change of
          principal residence in accordance with the applicable personnel
          policies of the Company in effect as of the date of adoption of this
          Plan;

               (G) the failure to continue in effect any benefit or compensation
          plan (including but not limited to the Retirement Plan, the Long-Term
          Disability Plan, the I.C. Plan, stock option and performance
          stock/cash features of the 1993 Stock Award and Incentive Plan (or of
          any subsequent and/or substitute plan)), the Employees Savings and
          Profit Sharing Plan (including the Supplemental Savings and Profit
          Sharing Plan), pension plan (including but not limited to, the
          Supplemental, Executive Supplemental, and Excess Retirement Plans),
          life insurance plan, health and accident plan, disability or vacation
          plan in which a Plan Member is participating, or the taking of any
          action which would adversely affect participation (including the Plan
          Member's eligibility to participate, the amount of his benefits, and
          the level of his participation relative to other participants) in or
          materially reduce benefits under any of such plans, or 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;

               (H) 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; or

               (I) any purported termination of a Plan Member's employment which
           is not effected pursuant to a Notice of Termination as herein
           defined.

          
          (i) "I.C. Plan" means the existing system of annual cash bonuses
     payable to Company employees (including Plan Members), 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.

          (k) "Plan Member" shall mean a person who is employed by
     the Company on a full-time basis 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.

          (l) "Officers" shall mean the chairman, any vice chairman, president,
     and any vice president of Cytec Industries Inc. chosen by the Board of
     Directors.

          (m) "Retirement" shall mean termination of employment in accordance
     with the provisions of the Retirement Plan; provided, however, that
     termination of employment by a Plan Member before his Normal Retirement
     Date (as defined in such Plan) for Good Reason shall not be deemed to be
     Retirement for purposes of this Plan even though such Plan Member may be
     eligible for and elect to receive retirement benefits thereunder.

        (n) "Retirement Plan" means any qualified defined benefit pension plan
     of the Company or its subsidiaries under which the Plan Member has accrued
     a retirement benefit (whether or not vested).

          (o) "Service", as used in Section 5 of this Plan, shall mean service
     as a full time employee of the Company or one of its subsidiaries and, in
     the case of any person who became such an employee on January 1, 1994,
     shall include any period of service ending December 31, 1993 as a full time
     employee of American Cyanamid Company or one of its subsidiaries.

          (p) "Special Change in Control" shall have the same meaning as "Change
     in Control" except that the reference to "20%" in clause (i) of the
     definition of "Change in Control" shall be replaced with "50%".

     The masculine pronoun wherever used herein shall include the feminine
except as the context specifically indicates.

     3.   Membership.  All Officers shall be Plan Members.  The Compensation
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Committee may designate any other employee as a Plan Member.  After an employee
becomes a Plan Member, his membership shall continue until his death or
Retirement, termination of his employment by the Company for Cause or
Disability, or termination of his employment by such Plan Member other than for
Good Reason.

     4.   Termination of Employment.  Each Plan Member shall be entitled to
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receive the income continuation payments provided for in Section 5 upon
termination of his employment, unless such 

termination is (a) because of his death, Disability or Retirement, (b) by the
Company for Cause, or (c) by such Plan Member other than for Good Reason.

     5.  Income Continuation.  (a) Subject to the provisions of Section 7, upon
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termination of the employment pursuant to Section 4 of a Plan Member who is an
Officer or who, on the Date of Termination, has at least one year of Service,
the Company shall pay to him the sum of his annual base salary at the rate in
effect at the time Notice of Termination is given plus his Annual Bonus
(excluding Performance Stock/Cash Awards) under the I.C. Plan based on such
rate, in equal monthly installments over a period of 12 months following the
Date of Termination; provided that in the case of Notice of Termination given
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after a Change in Control, the payments shall consist of twice his annual base
salary plus twice his Annual Bonus, payable over a 24 month period; and provided
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further that in the case of Notice of Termination given after a Special Change
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in Control, the payments shall consist of twice his annual base salary plus
twice his Annual Bonus, payable in a single lump sum payment at the time of the
Notice of Termination.  As used in this Section 5, "Annual Bonus" means the
greater of (i) the annual target bonus under the I.C. Plan attributable to the
Plan Member or (ii) said annual target bonus times a fraction equivalent to the
average percentage of said annual target bonus paid to said Plan Member for each
of the two preceding fiscal years of the Company (or for such lesser period of
time as such Plan Member participated in the I.C. Plan).

     (b) Subject to the provisions of Section 7, upon termination of the
employment pursuant to Section 4 of any other Plan Member, the Company shall pay
to him the sum of his annual base salary at the rate in effect at the time
Notice of Termination is given plus his Annual Bonus (excluding Performance
Stock/Cash Awards) under the I.C. Plan based on such rate, in equal monthly
installments over a period of 12 months following the Date of Termination;
provided that in the case of Notice of Termination given after a Special Change
in Control, the payments shall be payable in a single lump sum payment at the
time of the Notice of Termination.

     (c) Except for the lump sum payments, which shall be paid immediately as
provided above, all payments under paragraphs (a) and (b) shall be made on the
first day of each month commencing with the first day of the first month after
the Date of Termination.  Notwithstanding the foregoing, (i) no payment shall be
made with respect to any period beyond the date of a Plan Member's 65th
birthday, (ii) no payment shall be made with respect to any period (A) beyond
the date of a Plan Member's 60th birthday, or (B) (if Notice of Termination is
given prior to a Change in Control) beyond such earlier date as such Plan Member
retires under the Executive Supplemental Employees' Retirement Plan, if, in
either case, such Plan Member is a full member of such plan and is entitled to
retire on such date without having his benefits thereunder reduced by an early
retirement discount, and (iii)  there shall be deducted from any payments
required hereunder (x) 

any payments made with respect to any required notice period under any
employment agreement between a Plan Member and the Company or one of its
subsidiaries and (y) any payments received by the Plan Member under the
Company's Long Term Disability Plan or under any short term disability plan or
program of the Company during the period with respect to which income
continuation is computed hereunder.

     6.   Other Payments.  Subject to the provisions of Section 7, upon
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termination of the employment of a Plan Member pursuant to Section 4, the
Company shall, in addition to the payments provided for in Section 5, pay to
him:

          (a) all relocation payments described in Section 2(h)(F)
     and all legal fees and expenses incurred by him as a result of such
     termination (including all such fees and expenses, if any, incurred in
     contesting or disputing any such termination or in seeking to obtain or
     enforce any right or benefit provided by this Plan or in connection with
     any tax audit or proceeding to the extent attributable to the application
     of Section 4999 of the Internal Revenue Code of 1986, as amended, to any
     payment or benefit provided hereunder); and

          (b) during the period of two years following the Date of
     Termination, all reasonable expenses incurred by him in seeking comparable
     employment with another employer to the extent not otherwise reimbursed to
     him, including, without limitation, the fees and expenses of a reputable
     out placement organization, and reasonable travel, telephone and office
     expenses.

     7.   Competitive Employment.  The Company, at its option, may discontinue
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any payments being made to any Plan Member pursuant to Section 5 or Section 6 if
such Plan Member engages in the operation or management of any business in the
United States of America, whether as owner, stockholder, partner, officer,
consultant, employee or otherwise, which at such time is in competition with any
business of the Company in any field with which such Plan Member was involved
during the last two years of his employment by the Company.  Ownership by such
Plan Member of five percent or less of the shares of stock of any company listed
on a national securities exchange or having at least 100 stockholders shall not
make such Plan Member a "stockholder" within the meaning of that term as used in
this Section.

     8.   Maintenance of Other Benefit Plans.  The Company shall maintain in
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full force and effect, for the continued benefit of each Plan Member entitled to
receive payments pursuant to Section 5, for two years following his Date of
Termination, all employee benefit plans and programs or arrangements (including
Comprehensive Medical and Dental Insurance, Group Life Insurance, and Financial
Planning and Tax Preparation and Counseling Services, but not including
disability) in which he was entitled to participate at the time the Notice of
Termination was given, provided that if his 

continued participation is not permitted under the general terms and provisions
of such plans and programs, the Company shall provide equivalent benefits.

     9.   No Mitigation.  No Plan Member shall be required to mitigate the
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amount of any payment provided for under this Plan by seeking other employment
or otherwise, nor shall the amount of any payment so provided for be reduced by
any compensation earned by any Plan Member as the result of employment by
another employer, by retirement benefits or by offset against any amount claimed
to be owed by him to the Company.

     10.  Successors.  The Company will require any successor (whether direct or
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indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and assets of the Company, by a written
agreement, to expressly assume and agree to carry out the provisions of this
Plan in the same manner and to the same extent that the Company would be
required to carry them out if no such succession had occurred.

     11.  Notice.  Any notice expressly provided for under this Plan shall be in
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writing, shall be given either manually or by mail, telegram, telex, telefax or
cable, and shall be deemed sufficiently given, if and when received by the
Company at its offices at 5 Garret Mountain Plaza, West Paterson, New Jersey
07424 Attention:  Secretary, or by any Plan Member at his address on the records
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of the Company, or if an when mailed by registered mail, postage prepaid, return
receipt requested, addressed to the Company or the Plan Member to be notified at
such address.  Either the Company or any Plan Member may, by notice to the
other, change its address for receiving notices.

     12.  Funding.  All payments provided for under this Plan for Plan Members
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(including those who have retired) shall not be funded or secured, and no trust
shall be created hereunder.  Payments under the Plan shall become fully vested
and nonforfeitable upon the termination of a Plan Member's employment except for
termination where a Plan Member would not be entitled to income continuation
payments as provided in Section 4 and except as provided in Section 7.

     13.  Amendment and Termination.  The Board of Directors may at any time or
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from time to time amend or terminate this Plan; provided, however, that no such
amendment or termination may adversely affect any vested benefits hereunder;
and, provided further, that after a Change in Control, this Plan may not be
amended or terminated without the consent of all persons who were Plan Members
as of the date of such Change in Control (including those who have retired).

     In addition, no amendment or termination made within one year before a
Change in Control and made while a Prospective Change in Control is pending may
adversely affect any benefit that might at any time be or become owing hereunder
to a person 

who, immediately prior to the commencement of such Prospective Change in
Control, was a Plan Member, without the consent of such person (other than a
benefit to any such person who is the person, or part of the group, making the
offer, or negotiating to make the offer, which constitutes the Prospective
Change in Control).

     As used herein, the term "Prospective Change in Control" means (i) any
offer presented, directly or indirectly, to the Board of Directors of the
Company which, if consummated, would constitute a Change in Control or (ii) any
negotiation with the Board of Directors or any committee or representative
thereof to make such an offer (including the unilateral announcement of the
terms on which such an offer would be made).

     14.  Governing Law.  This Plan, and the rights and obligations of the
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Company and the Plan Members hereunder, shall be construed and governed in
accordance with the law of the State of New Jersey.

     15.  Partial Invalidity.  If any provision of this Plan is determined to be
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invalid or unenforceable, such invalidity or unenforceability shall not affect
the remaining provisions of this Plan, which shall remain in effect in
accordance with its terms.

EXICPLN-1-26-99 

Basic Info X:

Name: Executive Income Continuity Plan
Type: Executive Income Continuity Plan
Date: March 31, 1999
Company: CYTEC INDUSTRIES INC/DE/
State: Delaware

Other info:

Date:

  • January 25 , 1999
  • January 1 , 1994
  • December 31 , 1993
  • first day of the first month
  • 65th birthday
  • last two years

Organization:

  • first Board of Directors
  • Compensation and Management Development Committee
  • Cytec Industries Inc.
  • American Cyanamid Company
  • Date of Termination
  • Comprehensive Medical and Dental Insurance , Group Life Insurance
  • Tax Preparation and Counseling Services
  • Notice of Termination
  • Prospective Change in Control
  • State of New Jersey

Location:

  • United States of America
  • Garret Mountain Plaza
  • West Paterson
  • New Jersey

Percent:

  • 5 %
  • 20 %
  • 50 %