CYTEC INDUSTRIES INC/DE/
EX-10.12DII
<DOCUMENT>
<TYPE>EX-10.12DII
<SEQUENCE>5
<FILENAME>gex10_12dii-27717.txt
<DESCRIPTION>EX-10.12DII
<TEXT>
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                                                            EXHIBIT 10.12(d)(ii)

                                 [ LOGO ] Cytec

Form of option used for officers from 1/21/02
                                                                             E-1

Dear Employee:

         As a key employee of Cytec Industries Inc. (the "Company"), or of a
subsidiary of the Company, you have been granted by the Compensation and
Management Development Committee (the "Committee") of the Company's Board of
Directors a non-qualified stock option to purchase not more than the aggregate
number of shares of the Common Stock of the par value of $.01 each of the
Company ("Common Stock") set forth above at the per share purchase price set
forth above, all subject to the terms and conditions hereof and of the Company's
1993 Stock Award and Incentive Plan, as amended (the "Plan").

         The date of grant of this option is the date of this letter, which is
the date on which the Committee voted to grant the option. The purchase price
represents 100% of the Fair Market Value per share of the Common Stock on the
date of the grant, as determined under the Plan.

         Upon receipt by the Company of notification of exercise of option in
the form prescribed from time to time by the Committee and upon receipt of the
purchase price per share multiplied by the number of shares being purchased
pursuant to such exercise, the Company will cause a certificate or certificates
for such shares then purchased to be delivered to the person entitled thereto.

         A copy of the Plan, under which this option is granted to you, is
available at the office of the Secretary to the Committee, and your attention is
directed to all the provisions of the Plan.

         Certain restrictions with respect to this option include, but are not
limited to, the following:

         (1) This option must be exercised if at all and to the extent
exercised, no later than ten years from the date of grant, and then only (except
as provided in paragraphs (5)and(6) below) if you are then an employee of the
Company or of a company which on the date of exercise is a subsidiary or
Affiliate (as defined in the Plan) of the Company.

         (2) This option shall be exercisable in cumulative installments as
follows: to the extent of not more than one-third of the number of shares
subject hereto, at any time after the expiration of the first year of the term
hereof; to the extent of not more than an additional one-third of such shares,
at any time after the expiration of the second year of such term; and to the
extent of the remainder of such shares, at any time after the expiration of the
third year of such term; provided that, as specified in Section 7 of the Plan,
this option shall be

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immediately exercisable in full upon a Change of Control (as defined in the
Plan).

         (3) This option is not transferable otherwise than by will or by the
laws of descent and distribution or, if then permitted under Rule 16b-3 under
the Securities Exchange Act of 1934, pursuant to a qualified domestic relations
order as defined under the Internal Revenue Code and it may be exercised during
your lifetime, only by you or your guardian or legal representative.
Notwithstanding the prior sentence, you may transfer this option, in whole or in
part, to (i) your spouse, (ii) your child or children, (iii) your grandchild or
grandchildren or (iv) a trust for any of the foregoing; provided that the
transfer shall be subject to all of the terms of the Plan and this grant letter
and, in addition, (A) the transferred option may not be retransferred except to
you, (B) you remain liable for all withholding taxes payable on account of this
option, (C) the Company may place transfer restrictions against any shares of
Common Stock issued to a transferee upon exercise of this option in order to
assure compliance with the Securities Act of 1933, as amended, (D) you give
prompt written notice of the transfer to the Secretary of the Committee
including name, address, tax I.D. number and date of birth of the transferee,
number of shares subject to the transfer, and such other information as the
Company may require and (E) this option shall be exercisable by the transferee
only to the extent that it would be exercisable by you if it had not been so
transferred.

         (4) In the event of termination of your employment, this option, to the
extent not theretofore exercised, shall forthwith terminate unless such
termination of employment shall be by reason of a cause described in paragraph
(5) or (6) below, in which case the provisions of paragraph (5) or (6) below, as
the case may be, shall be applicable.

         (5) In the event that your employment with the Company or a subsidiary
of the Company terminates by reason of (i) your death, (ii) your disability or
(iii) your retirement on or after your 55th birthday, and the date of such
termination is eight months or more after the date of grant of this option, this
option may be exercised by you, by your estate, by any transferee under
Paragraph 3 above, or by any person who acquires the right to exercise this
option by reason of your death, until the fifth anniversary of the date of
termination of your employment (subject to the installment exercise provisions
of Paragraph 2, above), but not after ten years from the date of grant, to the
extent of the total number of shares subject to this option.

         (6) In the event that the Company or a subsidiary of the Company
terminates your employment (except for dishonesty or other good cause, in which
case this option expires), you may exercise this option at any time within one
year after any such termination, but not before the expiration of the first
year, nor after ten years, from the date of grant, to the extent of the number
of


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shares subject to this option which were purchasable by you at the date of such
termination of your employment.

         (7) The Company, with the approval of an officer, may, at any time and
without cause, suspend the exercisability of this option if it becomes aware of
information that indicates that there may be grounds to terminate your
employment for dishonesty or other good cause. If upon conclusion of the
investigation the Company determines that it has not discovered grounds to
terminate your employment for dishonesty or other good cause, the suspension
shall be terminated.

         (8) Nothing in this option shall confer on you any right to continue in
the employ of the Company or any of its subsidiaries or affiliates or interfere
in any way with the right of the Company or any subsidiary or affiliate to
terminate your employment at any time.

         (9) Subject to such limitations, if any, as the Committee may
establish, you may satisfy your mandatory federal and state income tax
withholding obligations resulting from the exercise of this option by requesting
the Company to withhold shares of Common Stock having a fair market value, as
determined under the Plan, equal to the withholding obligations. In order to
prevent fractional shares, the number of shares withheld shall be rounded up to
the nearest whole share, with the value of the fraction, at the option of the
Company, being either paid to you in cash or retained as additional optional
withholding.

         Your exercise of this option, in whole or in part, constitutes your
agreement (i) to pay the Company promptly, on demand, any withholding taxes due
in respect of the exercise of this stock option and (ii) that the Company, its
subsidiaries and affiliates may deduct an amount equal to such withholding taxes
from any amounts owing to you by the Company and/or any of such subsidiaries or
affiliate.

         The Company reserves the right to require this option to be exercised
only within the United States and to require stock certificates issuable to you
upon such exercise to be delivered only within the United States to you or to
such person who is appropriately authorized by you.

         Prior to the earliest time that this option may be exercised by you,
the Company will deliver to you a prospectus which meets the requirements of the
Securities Act of 1933, as amended, and which further describes the Plan and
options granted thereunder.

         In no event is the grant of this option to you to be deemed, directly
or indirectly, a recommendation by the Company that you at any time exercise
this option.


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         In the event of any conflict between the terms of this option and the
provisions of the Plan, the provisions of the Plan shall govern.

                                                  Very truly yours,

                                                  CYTEC INDUSTRIES INC.


                                                  BY: /s/ M. S. Andrekovich
                                                     -------------------------
                                                     M. S. Andrekovich
                                                     Secretary-Compensation
                                                     and Management
Enc.                                                 Development Committee


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