RESTRICTED STOCK UNIT AWARD UNDER THE CYTEC INDUSTRIES INC. 1993 STOCK AWARD AND INCENTIVE PLAN

As a key employee of Cytec Industries Inc. (the "Company"), or of a subsidiary or affiliate of the Company, you have been granted by the Compensation and Management Development Committee (the "Committee") of the Board of Directors the number of restricted stock units (“RSUs”) set forth above. This Award is subject to the terms and conditions hereof and of the Company's 1993 Stock Award and Incentive Plan (the "Plan"). This Award is issued under Section 6(f) of the Plan and is not subject to Section 6A of the Plan.

In accordance with your election prior to the date of this Award, the Company will issue you a Deferred Stock Award for an equivalent number of shares as represented by this Award and held by you on the Scheduled Vest Date, subject to appropriate anti-dilution adjustments under Section 5 of the Plan as determined by the Committee in its sole discretion, and subject to the other terms and conditions of this Award. The Deferred Stock Award made to settle this Award, will be issued to you as soon as practicable after determination that the Award is payable. Once a Deferred Stock Award is made to you to settle this Award, this Award shall be cancelled and, except as otherwise provided in paragraph (10) below, of no further force and effect.

Certain terms and conditions with respect to this Award include, but are not limited to, the following:

(1) You shall have no rights as a shareholder of the Company as a result of this Award except and to the extent you ultimately receive shares of Company stock to settle any Deferred Stock Award made to settle this Award. This means that you will not be paid or have any entitlements to dividends under this Award and you will not have any voting rights in connection with this Award.

    

(2) This Award is not transferable other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined under the Internal Revenue Code (or under the international equivalent of a qualified domestic relations order). Except as set forth in the preceding sentence, you may not sell, assign, transfer, pledge, hypothecate or otherwise dispose of any interest in this Award and any attempt to do so shall be void. Notwithstanding any permitted transfer of this Award, after such transfer, this Award remains subject to the terms and conditions hereof with respect to your employment and any of your actions subsequent thereto.

    

(3) If your employment with the Company or a subsidiary or an affiliate terminates prior to the Scheduled Vest Date, all rights to receive a Deferred Stock Award pursuant to this Award shall be forfeited, except as provided in paragraphs (4) and (5), below.

(4) If your employment with the Company or a subsidiary or affiliate terminates more than eight months after the date of this Award by reason of your (i) death, (ii) disability as defined in the Company's Long-Term Disability Plan, (iii) retirement on or after your 55^th birthday with ten or more continuous years of service or if not continuous, then ten or more years of combined service as determined in the discretion of the Company’s Vice President of Human Resources, then subject to paragraphs (6) and (7)), this Award shall remain in effect, and in the case of clause (i), the Scheduled Vest Date shall be accelerated to the date of death, in the case of clause (ii), the Scheduled Vest Date shall be the earlier of (x) the Scheduled Vest Date set forth on the first page of this Award or (y) the first business day of the seventh month after the date your employment is terminated, and in the case of clause (iii), the Scheduled Vest Date shall remain the Scheduled Vest Date set forth on the first page of this Award.

(5) If your employment with the Company or a subsidiary or affiliate terminates more than eight months after the date of this Award and the Committee determines, in its sole discretion, that the termination of your employment was under circumstances not contrary to the best interest of the Company and you exercise a release of all claims against the Company, its subsidiaries and affiliates and their respective officers and directors in form and substance satisfactory to the Committee and you do not revoke such release (such release to be executed no later than 45 days after such termination of employment), then, and subject to paragraphs (6) and (7), if such termination occurs after January 25, 2017, two-thirds of the RSUs subject to this Award shall not be forfeited by reason of such termination of employment and if your employment so terminates after January 25, 2016 and on or before January 25, 2017, one-third of the RSUs subject to this Award shall not be so forfeited.

(6) During the period in which this Award is in effect (the “Restricted Time Period”), you agree that (i) you will not, directly or indirectly, be employed by, perform services, work, or otherwise engage in activities for a Competitive Business in any capacity that relates to any Competitive Services anywhere in the world; (ii) you will not directly or indirectly solicit, induce, recruit, or encourage any officer, director, employee, or independent contractor, supplier or vendor of the Company or any of its subsidiaries or affiliates that you had knowledge of or worked with during your employment with the Company or any of its subsidiaries or affiliates to leave the Company or any of its subsidiaries or affiliates or to terminate his, her or its relationship with the Company or any of its subsidiaries or affiliates; and (iii) you will not on behalf of a Competitive Business, directly or indirectly, solicit, cause to be solicited, sell to, contact, do or attempt to do business with a Restricted Customer in connection with or relating to a Competitive Service. You agree that clauses (i) and (iii) do not contain a geographic restriction and that the lack of such a geographic restriction does not, in any way, render clause (i) or (iii) unreasonable, invalid, or unenforceable. This Award shall immediately terminate if you violate any of your agreements in this paragraph (6) unless an exception was approved in writing in advance by the Chief Executive Officer of the Company. For purposes of this Award:

(a) Competitive Business shall mean and refer to any individual, corporation, limited liability company, association, partnership, estate, trust, or any other entity or organization (including you), as well as any parent, subsidiary, partner, or affiliate of any such entity or organization, that engages in or plans to become engaged in the research, development, production, manufacture, design, engineering, licensing and/or sale (including services related to all of the foregoing) of: (i) chemicals, (ii) industrial or aerospace materials or related products, or (iii) technology related to the foregoing, that are similar or competitive to any chemicals, materials, products or technology of the Company or under development by the Company at the termination of your employment (“Competitive Services”). An individual, entity or other organization is considered to be a Competitive Business if it engages in (or plans to become engaged in) any of the Competitive Services regardless of the relative percentage that the Competitive Services comprise of the overall business engaged in by the Competitive Business.

(b) Restricted Customer shall mean and refer to any individual, corporation, limited liability company, association, partnership, estate, trust, or any other entity or organization, as well as any parent, subsidiary, partner, or affiliate of any such entity or organization, and any employee, agent or representative that controlled, directed, or influenced the purchasing decision of any such individual, entity, or other organization: (1) to which you or your direct or indirect reports sold, negotiated the sales, or promoted services on behalf of the Company or any of its subsidiaries or affiliates at any time in the five years immediately preceding your last day of employment with the Company or any of its subsidiaries or affiliates; (2) to which you or your direct or indirect reports marketed or provided support on behalf of the Company or any of its subsidiaries or affiliates at any time in the five years immediately preceding your last day of employment; or (3) about which you obtained Proprietary Information during your employment with the Company or any of its subsidiaries or affiliates.

(7) During the Restricted Time Period, you agree that you will hold the Proprietary Information of the Company in strict confidence and will neither use the information for your benefit or any third party nor disclose it to any third party, except to the extent necessary to carry out your responsibilities as an employee of the Company or any of its subsidiaries or affiliates or as specifically authorized in writing by a duly authorized representative of the Company other than you. This Award shall immediately terminate if you violate your agreements in this paragraph (7) unless an exception was approved in writing in advance by the Chief Executive Officer of the Company. For purposes of this Award, Proprietary Information means any and all information and materials, in whatever form, whether tangible or intangible, pertaining in any manner to the business of the Company or any of its subsidiaries or affiliates, consultants, customers, business associates or members (including its and their officers, directors, agents and employees), or any person or entity to which the Company owes a duty of confidentiality, whether or not labeled or identified as proprietary or confidential, and including any copies, portions, extracts and derivatives thereof, except to the extent that you can prove that such information or materials: (i) are or become generally known to the public through lawful means and through no act or omission by you (or the Company with respect to any third party information or materials); (ii) were part of your general knowledge prior to your employment provided that you notify the Company immediately, but in no event less than ten calendar days of the disclosure of the information to you that you already had knowledge of the disclosed information; or (iii) are disclosed to you without restriction by a third party who rightfully possesses the information and is under no duty of confidentiality with respect thereto.

(8) Upon the occurrence of a "change in control" as defined in Section 2(g)(iii) of the Plan, the Scheduled Vest Date shall become the earliest of (x) the Scheduled Vest Date set forth on the first page of this Award, (y) if you terminate your employment

with the Company or any legal successor to the Company or any of its subsidiaries or affiliates for Good Reason (as defined in the Executive Income Continuity Plan as in effect on the date hereof) within two years after the date of such “change in control”, the date you so terminate your employment and (z) if the Company or any legal successor to the Company terminates your employment without Cause (as defined in the Executive Income Continuity Plan as in effect on the date hereof) within two years after the date of such change in control, the date the Company or its legal successor or any of its subsidiaries or affiliates so terminates your employment.

(9) Your acceptance of this Award constitutes your agreement (i) to return immediately to the Company at its request any amounts which the Board of Directors has directed the Company to recover from you in accordance with the provisions of the Executive Claw Back Policy as in effect on the date of this Award and (ii) to cancel any Deferred Stock Awards you received to settle this Award during the period commencing six months prior to termination of your employment and ending two years after your termination of employment (or to return immediately to the Company at its request an amount equal to the Value of any such Deferred Stock Awards previously paid to you) if during such time period you violate any of your agreements in paragraphs (6) or (7) of this Award (except that for purposes of this clause, the Restricted Time Period in paragraphs (6) and (7) shall mean the period commencing six months prior to termination of your employment and ending two years after termination of your employment), unless approved in writing in advance by the then Chief Executive Officer of the Company. For purposes of this paragraph: “Value” means the closing market price of the Company’s common stock on the NYSE on the date shares are paid to settle any Deferred Stock Award multiplied by the number of shares paid to settle any Deferred Stock Award, without regard to any tax liabilities arising from such payment.

(10) Nothing in this Award shall confer on you any right to continue in the employ of the Company or any of its subsidiaries or affiliates or shall interfere in any way with the right of the Company or any subsidiary or affiliate to terminate your employment at any time. The Plan is discretionary in nature and any Awards made under the Plan are voluntary and occasional. No participant has any claim to be granted any Award or other benefits in lieu of any Award. Subject to applicable law, this Award and any payments in respect of this Award shall not be taken into account for purposes of determining any benefits under any benefit plan of the Company or any of its subsidiaries or affiliates, or for any notice payment or payment in lieu of notice. The Company shall have no obligation to make any future grants of Awards under the Plan or otherwise to make any future Awards under the Plan as part of any participant’s annual compensation.

(11) The Company reserves the right to require that any stock certificates issuable to you in connection with any Deferred Stock Award made under this Award be delivered to you only within the United States.

(12) Any Common Stock issuable to you in connection with any Deferred Stock Award made under this Award may not be resold by you except pursuant to an effective registration statement under the Securities Act of 1933 or pursuant to an exemption from registration, such as Rule 144.

(13) This Award is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") or an exemption thereunder and shall be construed and administered in accordance with Section 409A.

(14) This Award and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware without giving effect to the conflict of laws principles thereof. You and the Company agree that any and all disputes arising under this Award are to be resolved exclusively by courts sitting in Delaware. You and the Company irrevocably consent to the jurisdiction of such courts and agree not to assert by way of motion, as a defense, or otherwise, any claim that either you or the Company is not subject personally to the jurisdiction of such court, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that this Award may not be enforced in or by such court.

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

If you accept the terms and conditions set forth in this Agreement, please execute the enclosed copy of this letter where indicated and return it as soon as possible.

Very truly yours,

CYTEC INDUSTRIES INC.

By: ______________________

        Secretary,Compensation and Management

Development Committee        

ACCEPTED:

____________________________

Employee Name: Date: