Exhibit 10.4
THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION
1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
AS AMENDED EFFECTIVE AS OF
OCTOBER 9, 1998
SECTION 1. PURPOSE
(a) This 1996 Incentive and Nonqualified Stock Option Plan (the "Plan") of The American Materials &
Technology Corporation, a Delaware corporation (the "Company"), is designed to provide additional incentive to
executives and other key employees of the Company and its subsidiaries and for certain other individuals
providing services to or acting as directors of the Company or its subsidiaries. The Company intended that this
purpose would be effected by the granting of incentive stock options ("Incentive Stock Options") as defined in
Section 422 of the Internal Revenue code of 1986, as amended (the "Code"), and nonqualified stock options
("Nonqualified Options") under the Plan which would afford such executives, key employees, directors and other
eligible individuals an opportunity to acquire or increase their proprietary interest in the Company through the
acquisition of shares of its Common Stock. The Company intended that Incentive Stock Options issued under the
Plan would qualify as "incentive stock options" as defined in Section 422 of the Code and the terms of the Plan
shall be interpreted in accordance with this intention; provided, however, that no option granted hereunder would
qualify as an "incentive stock option" unless the Plan was approved by the stockholders of the Company within
twelve months prior to or following the adoption of the Plan by the Board. The terms "parent" and "subsidiary"
shall have the respective meanings set forth in
Section 424 of the Code.
(b) Pursuant to an Agreement and Plan of Merger dated as of July 8, 1998, as amended (the "Merger
Agreement"), among the Company, Cytec Industries Inc. ("Cytec") and CAM Acquisition Corp., Cam
Acquisition Corp. merged with and into the Company on October 9, 1998 and the Company became a wholly-
owned subsidiary of Cytec. In accordance with t