CYTEC INDUSTRIES INC.
Key Manager Income Continuity Plan
As Revised through January 25, 1999
1. Purpose. The purpose of this Key Manager 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
(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 i