Executive Income Continuity Plan

 Exhibit 10.2(f)

                              CYTEC INDUSTRIES INC.
                              ---------------------

                        Executive Income Continuity Plan
                        --------------------------------

                      As Revised through February 28, 2007
                      ------------------------------------

         1. Purpose. The purpose of this Executive Income Continuity Plan (this
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
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) 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 50 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
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
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; provided that, if Notice of Termination
is given prior to a Change in Control, such Plan Member shall have signed and
delivered, in form and substance satisfactory to the General Counsel, a waiver,
effectively waiving all claims against the Company (including its directors,
officers, employees and agents) arising out of such Plan Member's termination of
employment, other than claims for payment post-termination of employment under

the terms of this Plan and employee benefit and compensation plans of the
Company, such waiver to be delivered no later than the later of thirty days
following (i) the date of termination of employment or (ii) written request
therefor by the Company.

         5. Income Continuation. (a) Subject to the provisions of Section 7,
upon 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
after a Change in Control, the payments shall consist of three times his annual
base salary plus three times his Annual Bonus, payable over a 36 month period;
and provided further that in the case of Notice of Termination given after a
Special Change in Control, the payments shall consist of three times his annual
base salary plus three times 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, and (ii) 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
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
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 anywhere
in the world, 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
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
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 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 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
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
(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 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
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 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.

 

Basic Info X:

Name: Executive Income Continuity Plan
Type: Executive Income Continuity Plan
Date: Feb. 28, 2007
Company: CYTEC INDUSTRIES INC/DE/
State: Delaware

Other info: