CYTEC INDUSTRIES INC. Employee Income Continuity Plan

Exhibit 10.2(h)

CYTEC INDUSTRIES INC.

Employee Income Continuity Plan

Effective Date October 21, 1994

(as amended and restated December 15, 2008)

1. Purpose. The purpose of this Employee Income Continuity Plan (the “Plan”) is to (i) aid in the recruiting and retention of employees, particularly during periods of uncertainty, and (ii) build and reinforce the loyalty, and enhance the morale, of employees by demonstrating that the Company has made provision for continuing their income for a limited period of time if they lose their employment within a certain period after a Change in Control, thereby contributing to the overall success of Cytec Industries Inc. (the “Company”).

The Plan is amended and restated effective December 15, 2008. The Plan, as amended and restated, is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the regulations thereunder and related guidance issued by the Internal Revenue Service (“IRS”).

2. Definitions. Unless the context otherwise requires, the following terms shall have the meanings respectively indicated:

(a) “Base Monthly Compensation” means:

As used in this Section 2 of the Plan, “Annual Bonus” means the greater of (i) the annual target bonus under the I.C. Plan attributable to the Participant, or (ii) said annual target bonus times a fraction equivalent to the average percentage of said annual target bonus paid to said Participant for each of the two preceding fiscal years of the Company (or for such lesser period of time as such Participant participated in the I.C. Plan); and “Annual Sales Incentive” means the greater of (i) the annual cash sales incentives such Participant would earn by meeting “base or target” sales results, or (ii) said annual cash sales incentives times a fraction equivalent to the average percentage of said annual cash sales incentives paid to said Participant for each of the two preceding fiscal years of the Company.

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(b) “Board of Directors” shall mean the board of directors of Cytec Industries Inc.

(c) “Cause” shall mean (i) the willful and continued failure by a Participant substantially to perform such Participant’s duties with the Company (other than any such failure resulting from such Participant’s incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Participant by the Company which specifically identifies the manner in which the Company believes that the Participant has not substantially performed such Participant’s duties, or (ii) the willful engaging by the Participant in conduct demonstrably injurious to the Company. For purposes of this definition, no act, or failure to act, on the part of a Participant shall be considered “willful” unless done, or omitted to be done, by such Participant without reasonable belief that the Participant’s action or omission was in the best interests of the Company and was lawful.

(d) A “Change in Control” shall be deemed to have occurred upon the occurrence of the one of the following events:

(e) “Company” shall mean Cytec Industries Inc. and, except for the purposes of Section 2(d) of the Plan, shall include any of its subsidiaries which employs Participants of this Plan.

(f) “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.

(g) “Date of Termination” shall mean (i) if the employment of a Participant is terminated by death, the date of such Participant’s death, (ii) if the Participant retires, the date of such Participant’s retirement, (iii) if such employment is terminated by the Company other than for Cause or other than as

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a result of Disability, the date specified in the Notice of Termination, (iv) if such employment is terminated for Disability, the date of such Participant’s Disability, (v) if employment is terminated by the Participant for Good Reason, the date specified in the Notice of Termination, and (vii) otherwise shall be the last day of work.

(h) “Disability” shall mean that a Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not les than 12 months.

(i) “Executive Committee” shall mean the Executive Committee of Cytec Industries Inc. as elected from time to time by the Board of Directors, or such other body as shall have similar authority and responsibility.

(j) “Good Reason” shall mean:

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(k) “I.C. Plan” means the existing system of annual cash bonuses payable to Company employees (including Participant), 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.

(l) “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.

(m) “Participant” shall mean a person who is included in the membership of this Plan as provided in Section 3 of the Plan.

(n) “Service”, as used in Section 5 of this Plan, shall mean service as a full time employee of the Company (as reflected in the Company’s payroll records) or one of its subsidiaries.

3. Membership. Each person who is employed by the Company or a subsidiary thereof on a full-time basis (as reflected in the Company’s payroll records) in the United States of America, or outside the United States as provided in the last sentence of this Section 3 of the Plan, for a regular fixed compensation (other than on a retainer or compensation for temporary employment) or on an hourly basis where the employee regularly works at least thirty (30) hours per week shall be a Participant; provided that (a) any person who is a participant either in the Key Manager Income Continuity Plan or the Executive Income Continuity Plan shall not be a Participant in this Plan, and (b) a person who is a member of a collective bargaining unit which has not negotiated to participate in this Plan shall be excluded from participation. Subject to the prior sentence, employees who are at a level of G20 and above (or equivalent thereto) outside of the United States shall also be Participants.

4. Termination of Employment. Each Participant shall be entitled to receive the income continuation payments provided for in Section 5 of the Plan upon termination of employment within two years after a Change in Control, unless such termination is (a) because of the Participant’s death, Disability or retirement, (b) by the Company for Cause, or (c) by such Participant other than for Good Reason.

5. Income Continuation.

(a) Subject to the provisions of Sections 4 and 6 of the Plan, upon the termination of a Participant’s employment within the two-year period following a Change in Control, a Participant shall be paid the greater of the amount determined under clause (i) or (ii) of the following formula:

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In addition to the severance payments provided for under clause (i) or (ii) above, if the Participant’s age plus Service equals or exceeds 75 (minimum age 50 and minimum Service 20 years), a monthly payment of $500 per month will be made commencing with the month following the final severance payment under clause (i) or (ii), as the case may be, and continuing until the earlier of the seventh anniversary of the date of termination or age 62.

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(b) Generally, payments made under the Plan are not subject to Section 409A as a result of the severance exception under Treasury Regulation Section 1.409A-1(b)(9)(iii). Payments shall commence to be paid on the first payroll period following the Participant’s Date of Termination. Any amounts subject to Section 409A shall commence to be paid on the first day of the seventh month after the Participant’s Date of Termination. Payments that would have been made during the six-month period following the Participant’s Date of Termination shall be paid to the Participant on the first day of the seventh month after the Participant’s Date of Termination, without interest.

Notwithstanding anything in the Plan to the contrary, there shall be deducted from any payments required hereunder (w) any payments made with respect to any required notice period under any employment agreement between a Participant and the Company or one of its subsidiaries, (x) any payments required to be made in accordance with applicable law on account of such termination, including any payments in lieu of notice under the Worker Adjustment and Retaining Act, (y) any payments made to the Participant under any severance plan or program of the Company or one of its subsidiaries, including Personal Policy Memorandum No. 8 (and any successor thereto) and (z) any payments received by the Participant 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.

(c) With respect to payments hereunder to Participants who are employees of subsidiaries, the Company will cause the respective subsidiaries to make the payments.

6. Other Benefits. The Company shall maintain in full force and effect, for the continued benefit of each Participant entitled to receive, or who received, payments pursuant to Section 5 of the Plan, for the period of income continuation following such Participant’s Date of Termination, participation in the Company’s medical plan, on the same basis as such Participant participated immediately prior to the Date of Termination; provided that if the Participant’s continued participation is not permitted under the general terms of such plan, the Company will provide equivalent benefits.

7. No Mitigation. No Participant 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 Participant as the result of employment by another employer, by retirement benefits or by offset against any amount claimed to be owed by the Participant to the Company.

8. 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.

9. 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 Participant at the address on the records of the Company for such Participant, or if and when mailed by registered mail, postage prepaid, return receipt requested, addressed to the Company or the Participant to be notified at such address. Either the Company or any Participant may, by notice to the other, change its address for receiving notices.

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10. Funding. All payments provided for under this Plan for Participants (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 Participant’s employment within two years after a Change in Control, except for a termination where the Participant would not be entitled to income continuation payments as provided in Section 4 of the Plan. Rights hereunder shall not vest prior to a Change in Control.

11. 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 without the consent of all persons who were Participants as of the date of such Change in Control (including those who have retired).

12. Governing Law. This Plan, and the rights and obligations of the Company and the Plan Participants, shall be construed and governed in accordance with the law of the State of New Jersey, to the extent not pre-empted by federal law.

13. 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.

14. Administration.

(a) The Vice President, Human Resources of the Company from time to time is hereby designated Administrator, as defined in the Employee Retirement Income Security Act (“ERISA”), and shall have the powers and duties of such specified in ERISA. The Board of Directors, by resolution, may revoke such designations at any time, and appoint a replacement Administrator. The Administrator of the Plan from time to time is also hereby designated Named Fiduciary with respect to the Plan, with full authority to control and manage the operation and administration of the Plan. The Administrator may serve and act in more than one fiduciary capacity with respect to the Plan.

(b) Subject to Section 14(a) of the Plan, the Administrator shall have primary authority and responsibility for the operation of the Plan and supervision of those persons designated as hereinafter specified to perform duties with respect to its administration and operation. The duties of the Administrator as Named Fiduciary shall include, by way of illustration and not by way of limitation, the following:

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(c) In carrying out the Administrator’s powers, duties and responsibilities under this Section 14 of the Plan, the Administrator and every other person charged with responsibilities with respect to the Plan will be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports which will be furnished by any actuary, accountant, counsel or other advisor.

(d) All decisions, directions and actions of the Administrator or any designated fiduciary in the exercise of their respective fiduciary responsibilities and powers hereunder shall be communicated or published, to the extent necessary, in writing by the Administrator or by a person designated by him, except as otherwise specified in the Plan, and any person shall be entitled to rely on any communication of any person so designated as having been authorized by the Administrator or the designated fiduciary (if any) to whom responsibility with respect thereto has been given. Any person dealing with the Administrator or with any agent or representative thereof shall be entitled to rely upon a certificate of the Administrator as to the identity and authority of any such designated fiduciary.

(e) Any persons, including any person claiming benefits under the Plan, desiring to communicate with the Administrator or any fiduciary shall direct such communication or claim to the Administrator in care of the Employee Benefits Department of such person’s employer.

(f) Written notice of claim must be given to the Administrator within the time periods established by the Administrator. Notice given by or on behalf of the Participant the Administrator and directed to the Administrator in care of the Employee Benefits Department of the Participant’s Employer, with information sufficient to identify the Participant, shall be deemed notice to the

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Administrator. The Administrator, upon receipt of a notice of claim, will furnish to the claimant such forms as are usually furnished by the Administrator for filing claims. If such forms are not furnished within fifteen days after the giving of such notice, the claimant shall be deemed to have complied with the requirements of the Plan as to claims upon submitting, within the time fixed in the filing proofs of claim, written evidence covering the occurrence, the character and the extent of the event for which claims is made. Written proof of claim covered by the Plan must be furnished to the Administrator within the time period established by the Administrator. Failure to furnish such proof within the time required shall not invalidate or reduce any claim if it was not reasonably possible to give proof within such time, provided such proof is furnished as soon as reasonably possible.

(g) If any claim for benefits is denied in whole or in part, the Administrator shall notify the claimant thereof in writing within 90 days after submission of such claim. Such 90-day period may be extended for a further 90 days by written notice to the claimant from the Administrator prior to the end of the initial 90-day period indicating the special circumstances requiring an extension of time and the date by which the Administrator expects to render a decision. A written notice denying a claim shall contain:

(h) Every claimant whose claim has been denied in whole or in part, and any authorized representative of such person, may request to see any of the documents pertinent to such denial and, within 60 days after receipt by such claimant of the written notice denying such claim, may request, in writing, that the Administrator review the denial and submit written issues and comments to the Administrator for consideration as part of such review. No claimant or representative shall have any right to appear personally before the Administrator, nor shall the Administrator be obligated to hold any meetings with any claimant or representative, or hold any hearings, as part of such review. The Administrator shall conduct such review as expeditiously as reasonably possible, and shall give due consideration to all written issues and comments submitted by or on behalf of such claimant. A decision on such review shall be made not later than 60 days after the request for such review, or, in special circumstances, and upon written notice to the claimant, not later than 120 days after receipt of such request. Such decision shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and shall also include specific references to the pertinent Plan provisions on which the decision is based. The Administrator’s notice to the Participant shall set forth:

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