Common use of Employee Compensation and Benefit Plans Clause in Contracts

Employee Compensation and Benefit Plans. (i) For the eighteen-month period immediately following the Closing Date, Buyer shall, or shall cause its Affiliates to, provide to each Transferred Employee who is not covered by a U.S. collective bargaining agreement (in respect of his or her service after the Closing) (A) base compensation and incentive compensation opportunities that are no less favorable than the base compensation and incentive compensation opportunities as in effect for each such Transferred Employee as of immediately prior to the Closing Date (it being understood that equity compensation shall not be included in determining the level of compensation to be provided) and (B) as of the Closing Date, welfare and retirement benefits that, in the aggregate, are no less favorable in the aggregate to those in effect for such Transferred Employee immediately before the Closing pursuant to the Benefit Plans which have been provided or made available to the Buyer (it being understood that retiree welfare benefits shall not be included in determining the level of benefits to be provided, and that no specific type of benefit is required to be provided). Subject to “effects bargaining” obligations, the Transferred Employees will be eligible to participate in the benefit and compensation plans, contracts, policies and arrangements of Buyer or its applicable Affiliates (including the benefit and compensation plans, contracts, policies and arrangements of the Transferred Subsidiaries maintained at or after the Closing) (the “Buyer Benefit Plans”) effective as of the Closing. Buyer shall, or shall cause its Affiliates, to provide severance benefits to any Transferred Employee who is laid-off or terminated during the one-year period immediately following the Closing Date in an amount that is equal to the greater of (x) (i) for U.S. Transferred Employees, to the extent no payments have been made thereunder, the severance benefits (including severance payments and continued health coverage) that the employee would have been entitled to pursuant to the terms of the applicable Benefit Plan in place as of the Closing Date and (ii) for non-U.S. Transferred Employees, the statutory severance benefits such employee is entitled to under applicable law and any additional severance benefits such employee is entitled to pursuant to the terms of any applicable Non-U.S. Benefit Plan in place as of the Closing Date and provided or made available to Seller and (y) the severance benefits provided under the severance arrangements of Buyer or its Affiliates. (ii) From and after the Closing, Buyer shall, or shall cause its Affiliates to, cause each Buyer Benefit Plan in which Transferred Employees are or will become eligible to participate to credit for purposes of eligibility to participate, vesting, and, except with respect to retirement benefits, any level of benefits thereunder the service of such employees with Seller or its Affiliates (including the Transferred Subsidiaries) prior to the Closing as if such service were with Buyer or its Affiliates, to the same extent as such service was credited for such purpose by Seller or its Affiliates prior to the Closing, provided that no such service credit will be required to the extent it would result in a duplication of benefits. Subject to compliance with Section 4.7(b) and this Section 4.7(c), nothing herein shall limit the ability of Buyer or its Affiliates to amend or terminate any of the Transferred Subsidiary Plans or Buyer Benefit Plans in accordance with their terms and applicable Law at any time. As between Seller and its Affiliates (on the one hand) and Buyer and its Affiliates (on the other hand), Buyer and its Affiliates shall be responsible for all Liabilities in respect of severance (including any statutory severance obligations) for (i) any Asset Transfer Employees who do not become Transferred Employees, except to the extent an Asset Transfer Employee fails to accept an offer of employment that complies with Section 4.7(a), provided, that Buyer and its Affiliates shall not discourage an Asset Transfer Employee from accepting an offer of employment that complies with Section 4.7(a); and (ii) any Transferred Employees whose employment terminates at or following Closing. Except as otherwise provided in this Section 4.7, Seller and its Affiliates will be responsible for and will pay any and all severance, retention, relocation, termination and other compensation or benefit payments and any payments required to be made under the applicable collective bargaining agreements or works agreements, social plans or other collective agreements with employee representative bodies, and the applicable Taxes related thereto, which are or may become payable to any employee or former employee of Seller or its other Affiliates, as a result of any event giving rise to such payments which occurs prior to the Closing. Nothing in this Section 4.7 obligates Buyer or Seller or any of their Affiliates to provide duplicative severance benefits. (iii) If any Transferred Employee becomes eligible to participate in a Buyer Benefit Plan that provides medical, dental, vision or other health benefits or disability or life insurance benefits, Buyer shall use its reasonable best efforts to cause each such Buyer Benefit Plan to (A) waive any preexisting condition limitations to the extent such conditions would have been covered under an analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) immediately prior to the Closing Date, (B) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such Transferred Employee (or his or her eligible dependents) on or after the Closing Date to the extent such Transferred Employee (or his or her eligible dependents) had satisfied any similar limitation or requirement under an analogous Benefit Plan that was applicable to such Transferred Employee immediately prior to the Closing Date and (C) recognize under such Buyer Benefit Plan any co-payments, deductible payments, premium amounts and similar payments or expenses incurred by the Transferred Employees under any analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) in the plan year that includes the Closing Date. (iv) The Transferred Employees who are U.S. employees (the “U.S. Transferred Employees”) shall, as of the Closing Date, become eligible to participate in a U.S. tax-qualified defined contribution plan sponsored by Buyer or one of its Affiliates (“Buyer’s 401(k) Plan”). As of the Closing Date, Seller shall fully vest the applicable Transferred Employees in their account balances under the Cytec Employees’ Savings and Profits-Sharing Plan and the Cytec Employees’ Savings Plan (collectively, the “Seller’s 401(k) Plans”). Buyer agrees that Buyer’s 401(k) Plan will accept rollovers of the account balances of U.S. Transferred Employees (including participant loan promissory notes, subject to the following sentence) from Seller’s 401(k)

Employee Compensation and Benefit Plans. (ia) For the eighteen-month a period immediately following of one year after the Closing Date, Buyer shallexcept for any equity incentive plans, or Purchaser shall cause its Affiliates tothe Company and the Company Subsidiaries to maintain employee benefit and compensation plans, provide to each Transferred Employee who is not covered by a U.S. collective bargaining agreement (in respect of his or her service after the Closing) (A) base compensation programs, policies and incentive compensation opportunities that are no less favorable than the base compensation and incentive compensation opportunities as in effect for each such Transferred Employee as of immediately prior to the Closing Date (it being understood that equity compensation shall not be included in determining the level of compensation to be provided) and (B) as of the Closing Date, welfare and retirement benefits thatarrangements which, in the aggregate, are no less favorable will provide compensation and benefits to the employees of the Company and the Company Subsidiaries substantially similar in all material respects, in the aggregate aggregate, to those in effect for such Transferred Employee immediately before the Closing provided pursuant to the Benefit Plans which have been provided or made available to the Buyer (it being understood that retiree welfare benefits shall not be included in determining the level of benefits to be provided, and that no specific type of benefit is required to be provided). Subject to “effects bargaining” obligations, the Transferred Employees will be eligible to participate in the benefit and compensation plans, contracts, policies and arrangements of Buyer or its applicable Affiliates (including the benefit and compensation plans, contractsprograms, policies and arrangements of the Transferred Company and the Company Subsidiaries maintained at in effect on the date of this Agreement; provided, however, that nothing herein shall interfere with Purchaser’s, the Company’s or after the ClosingCompany Subsidiaries’ right or obligation to (i) make such changes to such plans, programs, policies or arrangements as are necessary to conform with applicable Legal Requirements or (ii) discontinue or terminate the employment of any employees. (b) To the maximum extent permitted by law, for the purposes of any of the employee benefit and compensation plans (other than any equity incentive plan), programs, policies and arrangements of the Purchaser (collectively, the “Buyer Benefit Purchaser’s Plans”) effective for which eligibility or vesting of benefits depends on length of service, and for any benefit for which the amount or level of benefits depends on length of service, the Purchaser shall give (or cause to be given) to each employee full credit for past service with the Company and/or its Subsidiaries as of the Closing. Buyer shall, or shall cause its Affiliates, to provide severance benefits to any Transferred Employee who is laid-off or terminated during the one-year period immediately following and through the Closing Date (“Prior Service”) under the plans, programs, policies and arrangements of the Company and its Subsidiaries in an amount that is equal to effect on the greater date of this Agreement (x) (i) for U.S. Transferred Employeescollectively, the “Company Plans”). In addition, to the maximum extent no payments have been made thereunderpermitted by law, the severance benefits each employee (including severance payments and continued health coveragea) that the employee would have been entitled to pursuant to the terms of the applicable Benefit Plan in place as of the Closing Date and (ii) shall be given credit for non-U.S. Transferred Employees, the statutory severance benefits such employee is entitled to under applicable law and any additional severance benefits such employee is entitled to pursuant to the terms of any applicable Non-U.S. Benefit Plan in place as of the Closing Date and provided or made available to Seller and (y) the severance benefits provided under the severance arrangements of Buyer or its Affiliates. (ii) From and after the Closing, Buyer shall, or shall cause its Affiliates to, cause each Buyer Benefit Plan in which Transferred Employees are or will become eligible to participate to credit Prior Service for purposes of eligibility to participate, vestingsatisfaction of any waiting periods, andevidence of insurability requirements, except or the application of any pre-existing condition limitations; (b) shall be given credit for amounts paid under a corresponding Company Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with respect the terms and conditions of the Purchaser’s Plans; and (c) shall be eligible to retirement benefitsreceive under the Purchaser’s Plans such periods of vacation leave, any level sick leave, personal days, holidays and other similar periods of benefits thereunder the service of such employees with Seller or its Affiliates (including the Transferred Subsidiaries) prior leave as were accrued and available to the Closing as if such service were with Buyer or its Affiliates, to employee under the same extent as such service was credited for such purpose by Seller or its Affiliates Company Plans immediately prior to the Closing, provided that no such service credit will be required to the extent it would result in a duplication of benefits. Subject to compliance with Section 4.7(b) and this Section 4.7(c), nothing herein shall limit the ability of Buyer or its Affiliates to amend or terminate any of the Transferred Subsidiary Plans or Buyer Benefit Plans in accordance with their terms and applicable Law at any time. As between Seller and its Affiliates (on the one hand) and Buyer and its Affiliates (on the other hand), Buyer and its Affiliates shall be responsible for all Liabilities in respect of severance (including any statutory severance obligations) for (i) any Asset Transfer Employees who do not become Transferred Employees, except to the extent an Asset Transfer Employee fails to accept an offer of employment that complies with Section 4.7(a), provided, that Buyer and its Affiliates shall not discourage an Asset Transfer Employee from accepting an offer of employment that complies with Section 4.7(a); and (ii) any Transferred Employees whose employment terminates at or following Closing. Except as otherwise provided in this Section 4.7, Seller and its Affiliates will be responsible for and will pay any and all severance, retention, relocation, termination and other compensation or benefit payments and any payments required to be made under the applicable collective bargaining agreements or works agreements, social plans or other collective agreements with employee representative bodies, and the applicable Taxes related thereto, which are or may become payable to any employee or former employee of Seller or its other Affiliates, as a result of any event giving rise to such payments which occurs prior to the Closing. Nothing in this Section 4.7 obligates Buyer or Seller or any of their Affiliates to provide duplicative severance benefits. (iii) If any Transferred Employee becomes eligible to participate in a Buyer Benefit Plan that provides medical, dental, vision or other health benefits or disability or life insurance benefits, Buyer shall use its reasonable best efforts to cause each such Buyer Benefit Plan to (A) waive any preexisting condition limitations to the extent such conditions would have been covered under an analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) immediately prior to the Closing Date, (B) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such Transferred Employee (or his or her eligible dependents) on or after the Closing Date to the extent such Transferred Employee (or his or her eligible dependents) had satisfied any similar limitation or requirement under an analogous Benefit Plan that was applicable to such Transferred Employee immediately prior to the Closing Date and (C) recognize under such Buyer Benefit Plan any co-payments, deductible payments, premium amounts and similar payments or expenses incurred by the Transferred Employees under any analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) in the plan year that includes the Closing Date. (iv) The Transferred Employees who are U.S. employees (the “U.S. Transferred Employees”) shall, as of the Closing Date, become eligible to participate in a U.S. tax-qualified defined contribution plan sponsored by Buyer or one of its Affiliates (“Buyer’s 401(k) Plan”). As of the Closing Date, Seller shall fully vest the applicable Transferred Employees in their account balances under the Cytec Employees’ Savings and Profits-Sharing Plan and the Cytec Employees’ Savings Plan (collectively, the “Seller’s 401(k) Plans”). Buyer agrees that Buyer’s 401(k) Plan will accept rollovers of the account balances of U.S. Transferred Employees (including participant loan promissory notes, subject to the following sentence) from Seller’s 401(k)

Employee Compensation and Benefit Plans. (i) For Notwithstanding anything to the eighteen-month period immediately following contrary in the Closing DateTerm Sheet or any Definitive Document, Buyer shall, or shall cause its Affiliates to, provide to each Transferred Employee who is not covered by a U.S. collective bargaining agreement (in respect of his or her service after the Closing) (A) base all employee compensation and incentive compensation opportunities that are no less favorable than the base compensation and incentive compensation opportunities as in effect for each such Transferred Employee as of immediately prior to the Closing Date (it being understood that equity compensation shall not be included in determining the level of compensation to be provided) and (B) as of the Closing Date, welfare and retirement benefits that, in the aggregate, are no less favorable in the aggregate to those in effect for such Transferred Employee immediately before the Closing pursuant to the Benefit Plans which have been provided or made available to the Buyer (it being understood that retiree welfare benefits shall not be included in determining the level of benefits to be provided, and that no specific type of benefit is required to be provided). Subject to “effects bargaining” obligations, the Transferred Employees will be eligible to participate in the benefit and compensation plans, contracts, policies and arrangements of Buyer or its applicable Affiliates (including the benefit and compensation plans, contracts, policies and arrangements of the Transferred Subsidiaries maintained at or after the Closing) (the “Buyer Benefit Plans”) effective as of the Closing. Buyer shall, or shall cause its Affiliates, to provide severance benefits to any Transferred Employee who is laid-off or terminated during the one-year period immediately following the Closing Date in an amount that is equal to the greater of (x) (i) for U.S. Transferred Employees, to the extent no payments have been made thereunder, the severance benefits (including severance payments and continued health coverage) that the employee would have been entitled to pursuant to the terms of the applicable Benefit Plan in place as of the Closing Date and (ii) for non-U.S. Transferred Employees, the statutory severance benefits such employee is entitled to under applicable law and any additional severance benefits such employee is entitled to pursuant to the terms of any applicable Non-U.S. Benefit Plan in place as of the Closing Date and provided or made available to Seller and (y) the severance benefits provided under the severance arrangements of Buyer or its Affiliates. (ii) From and after the Closing, Buyer shall, or shall cause its Affiliates to, cause each Buyer Benefit Plan in which Transferred Employees are or will become eligible to participate to credit for purposes of eligibility to participate, vesting, and, except with respect to retirement benefits, any level of benefits thereunder the service of such employees with Seller or its Affiliates (including the Transferred Subsidiaries) prior to the Closing as if such service were with Buyer or its Affiliates, to the same extent as such service was credited for such purpose by Seller or its Affiliates prior to the Closing, provided that no such service credit will be required to the extent it would result in a duplication of benefits. Subject to compliance with Section 4.7(b) and this Section 4.7(c), nothing herein shall limit the ability of Buyer or its Affiliates to amend or terminate any of the Transferred Subsidiary Plans or Buyer Benefit Plans in accordance with their terms and applicable Law at any time. As between Seller and its Affiliates (on the one hand) and Buyer and its Affiliates (on the other hand), Buyer and its Affiliates shall be responsible for all Liabilities in respect of severance (including any statutory severance obligations) for (i) any Asset Transfer Employees who do not become Transferred Employees, except to the extent an Asset Transfer Employee fails to accept an offer of employment that complies with Section 4.7(a), provided, that Buyer and its Affiliates shall not discourage an Asset Transfer Employee from accepting an offer of employment that complies with Section 4.7(a); and (ii) any Transferred Employees whose employment terminates at or following Closing. Except as otherwise provided in this Section 4.7, Seller and its Affiliates will be responsible for and will pay any and all severance, retention, relocation, termination and other compensation or benefit payments and any payments required to be made under the applicable collective bargaining agreements or works agreements, social plans offer letters, award letters or other collective key employee retention agreements with employee representative bodies, and the applicable Taxes related thereto, which are or may become payable to any employee or former employee of Seller or its other Affiliates, as a result of any event giving rise to such payments which occurs prior to the Closing. Nothing in this Section 4.7 obligates Buyer or Seller or any of their Affiliates to provide duplicative severance benefits. (iii) If any Transferred Employee becomes eligible to participate in a Buyer Benefit Plan that provides medical, dental, vision or other health benefits or disability or life insurance benefits, Buyer shall use its reasonable best efforts to cause each such Buyer Benefit Plan to (A) waive any preexisting condition limitations to the extent such conditions would have been covered under an analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) immediately prior to the Closing Date, (B) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such Transferred Employee (or his or her eligible dependents) on or after the Closing Date to the extent such Transferred Employee (or his or her eligible dependents) had satisfied any similar limitation or requirement under an analogous Benefit Plan that was applicable to such Transferred Employee immediately prior to the Closing Date and (C) recognize under such Buyer Benefit Plan any co-payments, deductible payments, premium amounts and similar payments or expenses incurred by the Transferred Employees under any analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) in the plan year that includes the Closing Date. (iv) The Transferred Employees who are U.S. employees (the “U.S. Transferred Employees”) shall, as of the Closing Date, become eligible to participate in a U.S. tax-qualified defined contribution plan sponsored by Buyer or one of its Affiliates (“Buyer’s 401(k) Plan”). As of the Closing Date, Seller shall fully vest the applicable Transferred Employees in their account balances under the Cytec Employees’ Savings and Profits-Sharing Plan and the Cytec Employees’ Savings Plan (collectively, the “Seller’s 401(kEmployee Arrangements”) Plansshall be deemed assumed under the Plan by the Reorganized Company other than any Employee Arrangement entitling employees to Interests or consideration based on the value of Interests that have not vested into Existing Equity Interests as of the Petition Date. If an Employee Arrangement provides in part for an award or potential award of Interests or consideration based on the value of Interests that have not vested into Existing Equity Interests as of the Petition Date, such Employee Arrangement shall be assumed in all respects other than the provisions of such agreement relating to Interest awards. Notwithstanding the foregoing, if an Employee Arrangement provides in part for a payment, premium, or other award upon the occurrence of a “change of control,” “change in control,” or other similar event, then such compensation or benefit plan shall only be assumed to the extent that the Restructuring, including consummation of the Plan, shall not be treated as a change of control, change in control, or other similar event under such compensation or benefit plan. Board of Directors of the Reorganized Company Upon the Effective Date, the Board of the Reorganized Company will consist of nine (9) members, with six (6) directors nominated by holders of the Mandatorily Convertible Preferred Stock, and three (3) directors nominated by the Company (on behalf of the holders of New Common Stock). After the Effective Date and for a period of two years thereafter (the “Initial Period”), the directors will be appointed or elected as follows: (a) Six (6) members of the Board will be nominated and elected by a majority of the holders of the Mandatorily Convertible Preferred Stock (and, for purposes of such nomination determination, such majority will be deemed to include any shares of Common Stock previously issued upon conversion of the Mandatorily Convertible Preferred Stock and continued to be held by a holder that evidences continuous ownership) (the “Preferred Stock Designees”); (b) three (3) members of the Board will be nominated by the Company Designees and elected by the holders of New Common Stock (the “Company Designees”). Buyer agrees that Buyer’s 401(k) Plan will accept rollovers After the Initial Period, the holders of the account balances Mandatorily Preferred Stock shall be entitled to nominate such numbers of U.S. Transferred Employees directors as is proportional to their voting interest on as converted basis (which will be set forth in the Company’s organizational documents). At such time as the Company is no longer entitled to appoint the Company Designees, such director positions previously allocated to the Company shall be elected by the holders of New Common Stock, the outstanding Mandatorily Convertible Preferred Stock on an as-converted basis and any other outstanding Common Stock voting together as a single class. The Board will be classified with directors serving for three-year staggered terms. Company Designees will serve in the class up for reelection at the second annual meeting after the Effective Date. Preferred Stock Designees and Company Designees, as applicable, may only be removed for cause. Vacancies in seats held by Preferred Stock Designees shall be filled by remaining Preferred Stock Designees and vacancies in seats held by Company Designees shall be filled by remaining Company Designees. To the extent a nominating committee exists, it will include at least two (2) Company Designees during the Company Board Designee Period. The new governance structure of the Reorganized Company and its Board and committees will be set forth in the amended organizational documents of the Reorganized Company. For the first 18 months after the Effective Date, any sale of all or substantially all of the business of the Company or its assets, or any change of control transaction, changes to Board composition or structure (including participant loan promissory notesthe size of the Board) and amendments to organizational documents affecting these rights must be approved by at least seven (7) of nine (9) directors. Charter; Bylaws The charter, subject bylaws, limited liability company agreements and other organizational documents of each Reorganized Company’s corporate entity will (i) be amended or amended and restated by the Reorganized Company consistent with section 1123(a)(6) of the Bankruptcy Code, if applicable, and otherwise in accordance with the Plan, and the Restructuring Support Agreements, (ii) be in form and substance reasonably acceptable to the following sentenceRequisite Senior Noteholders, and (iii) from Seller’s 401(knotwithstanding anything to the contrary, provide that the Mandatorily Convertible Preferred Stock shall vote with New Common Stock on an as-converted basis as to all matters; provided, that during the Initial Period, the Mandatorily Convertible Preferred Stock shall (a) not vote on as-converted basis with respect the election of directors, during which time the holders of the Mandatorily Convertible Preferred Stock will have the right to nominate the Senior Notes Designees, and the holders of the New Common Stock will have the right to nominate the Company Designees, and (b) not be entitled to vote to amend certain provisions of the bylaws and/or certificate of incorporation in any manner that adversely impacts the Board representation rights of the holders of the New Common Stock or the Company Designees during the Initial Period (e.g., removal directors, nomination/election rights, etc.).

Employee Compensation and Benefit Plans. (i) For the eighteen-month a period immediately following the Closing Date, Buyer shall, or shall cause its Affiliates to, provide to each Transferred Employee who is not covered by a U.S. collective bargaining agreement (in respect of his or her service one year after the Closing, except for any equity incentive plans, the Buyer shall cause the Company and its Subsidiaries to maintain employee benefit and compensation plans, programs, policies and arrangements (collectively, the “Buyer’s Plans”) (A) base compensation and incentive compensation opportunities that are no less favorable than the base compensation and incentive compensation opportunities as in effect for each such Transferred Employee as of immediately prior to the Closing Date (it being understood that equity compensation shall not be included in determining the level of compensation to be provided) and (B) as of the Closing Date, welfare and retirement benefits thatwhich, in the aggregate, are no less favorable will provide compensation and benefits to the employees of the Company and its Subsidiaries substantially similar in all material respects, in the aggregate aggregate, to those in effect for such Transferred Employee immediately before the Closing provided pursuant to the Benefit Plans which have been provided or made available to the Buyer (it being understood that retiree welfare benefits shall not be included in determining the level of benefits to be provided, and that no specific type of benefit is required to be provided). Subject to “effects bargaining” obligations, the Transferred Employees will be eligible to participate in the benefit and compensation plans, contracts, policies and arrangements of Buyer or its applicable Affiliates (including the benefit and compensation plans, contractsprograms, policies and arrangements of the Transferred Company and its Subsidiaries maintained at or after in effect on the Closing) date of this Agreement (collectively, the “Buyer Benefit Company Plans”); provided, that nothing herein shall interfere with the Company’s or any Subsidiary’s right or obligation to make such changes to such plans, programs, policies or arrangements as are necessary to conform with applicable Legal Requirements. To the maximum extent permitted by law, for the purposes of any of the Buyer’s Plans for which eligibility or vesting of benefits depends on length of service, and for any vacation or paid time off program for which the amount or level of benefits depends on length of service, the Buyer shall give (or cause to be given) effective to each employee full credit for past service with the Company and/or its Subsidiaries as of the Closing. Buyer shall, or shall cause its Affiliates, to provide severance benefits to any Transferred Employee who is laid-off or terminated during the one-year period immediately following and through the Closing Date in an amount that is equal to under the greater of Company Plans (x) (i) for U.S. Transferred Employees“Prior Service”). In addition, to and without limiting the extent no payments have been made thereunder, the severance benefits (including severance payments and continued health coverage) that the employee would have been entitled to pursuant to the terms generality of the applicable Benefit Plan in place as of the Closing Date and foregoing, each employee (iia) shall be given credit for non-U.S. Transferred Employees, the statutory severance benefits such employee is entitled to under applicable law and any additional severance benefits such employee is entitled to pursuant to the terms of any applicable Non-U.S. Benefit Plan in place as of the Closing Date and provided or made available to Seller and (y) the severance benefits provided under the severance arrangements of Buyer or its Affiliates. (ii) From and after the Closing, Buyer shall, or shall cause its Affiliates to, cause each Buyer Benefit Plan in which Transferred Employees are or will become eligible to participate to credit Prior Service for purposes of eligibility to participate, vestingsatisfaction of any waiting periods, andevidence of insurability requirements, except or the application of any pre-existing condition limitations, (b) shall be given credit for amounts paid under a corresponding Company Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with respect the terms and conditions of the Buyer’s Plans, and (c) shall be eligible to retirement benefitsreceive under the Buyer’s Plans such periods of vacation leave, any level sick leave, personal days, holidays and other similar periods of benefits thereunder the service of such employees with Seller or its Affiliates (including the Transferred Subsidiaries) prior leave as were accrued and available to the Closing as if such service were with Buyer or its Affiliates, to employee under the same extent as such service was credited for such purpose by Seller or its Affiliates Company Plans immediately prior to the Closing, provided that no such service credit will be required to the extent it would result in a duplication of benefits. Subject to compliance with Section 4.7(b) and this Section 4.7(c), nothing herein shall limit the ability of Buyer or its Affiliates to amend or terminate any of the Transferred Subsidiary Plans or Buyer Benefit Plans in accordance with their terms and applicable Law at any time. As between Seller and its Affiliates (on the one hand) and Buyer and its Affiliates (on the other hand), Buyer and its Affiliates shall be responsible for all Liabilities in respect of severance (including any statutory severance obligations) for (i) any Asset Transfer Employees who do not become Transferred Employees, except to the extent an Asset Transfer Employee fails to accept an offer of employment that complies with Section 4.7(a), provided, that Buyer and its Affiliates shall not discourage an Asset Transfer Employee from accepting an offer of employment that complies with Section 4.7(a); and (ii) any Transferred Employees whose employment terminates at or following Closing. Except as otherwise provided in this Section 4.7, Seller and its Affiliates will be responsible for and will pay any and all severance, retention, relocation, termination and other compensation or benefit payments and any payments required to be made under the applicable collective bargaining agreements or works agreements, social plans or other collective agreements with employee representative bodies, and the applicable Taxes related thereto, which are or may become payable to any employee or former employee of Seller or its other Affiliates, as a result of any event giving rise to such payments which occurs prior to the Closing. Nothing in this Section 4.7 obligates Buyer or Seller or any of their Affiliates to provide duplicative severance benefits. (iii) If any Transferred Employee becomes eligible to participate in a Buyer Benefit Plan that provides medical, dental, vision or other health benefits or disability or life insurance benefits, Buyer shall use its reasonable best efforts to cause each such Buyer Benefit Plan to (A) waive any preexisting condition limitations to the extent such conditions would have been covered under an analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) immediately prior to the Closing Date, (B) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such Transferred Employee (or his or her eligible dependents) on or after the Closing Date to the extent such Transferred Employee (or his or her eligible dependents) had satisfied any similar limitation or requirement under an analogous Benefit Plan that was applicable to such Transferred Employee immediately prior to the Closing Date and (C) recognize under such Buyer Benefit Plan any co-payments, deductible payments, premium amounts and similar payments or expenses incurred by the Transferred Employees under any analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) in the plan year that includes the Closing Date. (iv) The Transferred Employees who are U.S. employees (the “U.S. Transferred Employees”) shall, as of the Closing Date, become eligible to participate in a U.S. tax-qualified defined contribution plan sponsored by Buyer or one of its Affiliates (“Buyer’s 401(k) Plan”). As of the Closing Date, Seller shall fully vest the applicable Transferred Employees in their account balances under the Cytec Employees’ Savings and Profits-Sharing Plan and the Cytec Employees’ Savings Plan (collectively, the “Seller’s 401(k) Plans”). Buyer agrees that Buyer’s 401(k) Plan will accept rollovers of the account balances of U.S. Transferred Employees (including participant loan promissory notes, subject to the following sentence) from Seller’s 401(k)

Employee Compensation and Benefit Plans. (i) For the eighteen-month two year period immediately following the Closing Date, Buyer shall, or shall cause its Affiliates the Buyer Subsidiaries (including the Transferred Subsidiaries) to, provide to each Transferred Employee who is not covered by a U.S. collective bargaining agreement Employees (in respect of his or her their service after the Closing) (Aclosing) base compensation compensation, terms and conditions of employment, and any incentive compensation opportunities that are no less favorable than the base compensation and incentive compensation opportunities as in effect for each such Transferred Employee as of immediately prior to the Closing Date (it being understood that equity compensation shall not be included in determining the level of compensation to be provided) and (B) as of the Closing Date, welfare and retirement benefits that, in the aggregate, are no less favorable in the aggregate of a substantially comparable value to those in effect that apply to them or for such Transferred Employee which they are eligible immediately before the Closing pursuant to the Benefit Plans which have been provided or made available to the Buyer (it being understood that retiree welfare benefits shall not be included in determining the level of benefits to be provided, and that no specific type of benefit is required to be provided)Closing. Subject to “effects bargaining” obligations, the The Transferred Employees will be eligible to participate in the benefit and compensation plans, contracts, policies and arrangements of Buyer or its the applicable Affiliates Buyer Subsidiaries (including the benefit and compensation plans, contracts, policies and arrangements of the Transferred Subsidiaries maintained at or after the Closing) (the “Buyer Benefit Plans”"BUYER BENEFIT PLANS") effective as of immediately upon the Closing. Buyer shall, or shall cause its Affiliates, to provide severance benefits to any Transferred Employee who is laid-off or terminated during the one-year period immediately following the Closing Date in an amount that is equal to the greater of (x) (i) for U.S. Transferred Employees, to the extent no payments have been made thereunder, the severance benefits (including severance payments and continued health coverage) that the employee would have been entitled to pursuant to the terms of the applicable Benefit Plan in place as of the Closing Date and (ii) for non-U.S. Transferred Employees, the statutory severance benefits such employee is entitled to under applicable law and any additional severance benefits such employee is entitled to pursuant to the terms of any applicable Non-U.S. Benefit Plan in place as of the Closing Date and provided or made available to Seller and (y) the severance benefits provided under the severance arrangements of Buyer or its Affiliates. (ii) From and after the Closing, Buyer shall, or shall cause its Affiliates the Buyer Subsidiaries (including the Transferred Subsidiaries) to, cause each Buyer Benefit Plan in which Transferred Employees are or will become eligible to participate to credit for purposes of eligibility to participate, vesting, and, except with respect to retirement benefits, participate or receive any level of benefits and vesting thereunder (but not for purposes of benefit accrual) the service of such employees with Seller or its Affiliates (including the Transferred Subsidiaries) prior to the Closing as if such service were with Buyer or its Affiliates, to the same extent as such service was credited for such purpose by Seller or its Affiliates prior to the Closing, provided PROVIDED that no such service credit will be required to the extent it would result in a duplication of benefits; PROVIDED FURTHER, that Transferred Employees covered under the Retained Plans shall, in addition to the foregoing, receive credit for service for purposes of benefit accrual under each Buyer Benefit Plan that receives assets transferred from a Retained Plan, either through an asset transfer or through the purchase price adjustment in accordance with Article II of this Agreement. Subject to compliance with Section 4.7(b5.7(b) and this Section 4.7(c(c), nothing herein shall limit the ability of Buyer or its Affiliates the Buyer Subsidiaries (including the Transferred Subsidiaries) to amend or terminate any of the Transferred Subsidiary Plans or their respective Buyer Benefit Plans in accordance with their terms and applicable Law at any time. As between Seller and its Affiliates (on other than the one handTransferred Subsidiaries) and Buyer and shall retain all Liabilities in respect of severance or other termination costs or indemnities for any employee of Seller or its Affiliates (on other than the other handTransferred Subsidiaries); PROVIDED, HOWEVER, that Buyer and its Affiliates shall be responsible for all Liabilities in respect of severance (including for any statutory severance obligations) for (i) any Asset Transfer Business Designated Employees who do not become Transferred Employees, except up to the extent an Asset Transfer Employee fails to accept an offer a maximum aggregate cost of employment that complies with Section 4.7(a), provided, that Buyer and its Affiliates shall not discourage an Asset Transfer Employee from accepting an offer of employment that complies with Section 4.7(a); and (ii) any Transferred Employees whose employment terminates at or following Closing. Except as otherwise provided in this Section 4.7, Seller and its Affiliates will be responsible for and will pay any and all severance, retention, relocation, termination and other compensation or benefit payments and any payments required to be made under the applicable collective bargaining agreements or works agreements, social plans or other collective agreements with employee representative bodies, and the applicable Taxes related thereto, which are or may become payable to any employee or former employee of Seller or its other Affiliates, as a result of any event giving rise to such payments which occurs prior to the Closing. Nothing in this Section 4.7 obligates Buyer or Seller or any of their Affiliates to provide duplicative severance benefitseuro)200,000. (iii) If any Transferred Employee becomes eligible to participate in a Buyer Benefit Plan that provides medical, dental, vision or other health benefits or disability or life insurance benefits, Buyer shall use its commercially reasonable best efforts to cause each such Buyer Benefit Plan to (A) waive any preexisting condition limitations to the extent such conditions would have been covered under an analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) immediately prior to the Closing DateDate or, if later, the commencement of such Transferred Employee's participation in such Buyer Benefit Plan, (B) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such Transferred Employee (or his or her eligible dependents) on or after the Closing Date to the extent such Transferred Employee (or his or her eligible dependents) had satisfied any similar limitation or requirement under an analogous Benefit Plan that was applicable to such Transferred Employee immediately prior to the Closing Date or, if later, the commencement of such Transferred Employee's participation in such Buyer Benefit Plan, and (C) recognize under such Buyer Benefit Plan any co-payments, deductible payments, premium amounts and similar payments or expenses incurred by the Transferred Employees under any analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) in the plan year that includes the Closing DateDate or, if later, the commencement of such Transferred Employee's participation in such Buyer Benefit Plan. (iv) The Within the later of (i) 90 days following the Closing Date and (ii) 15 days from the final determination of the amount of the assets to be transferred pursuant to this Section 5.7(c)(iv), the Seller shall use its commercially reasonable efforts to transfer, and to cause any of its Affiliates or any third party holding relevant assets to transfer, the amount under each of the Asset Transfer Plans that may be transferred in respect of the Transferred Employees who are U.S. employees (participants in each such Asset Transfer Plan immediately prior to the “U.S. Transferred Employees”) shall, as Closing to a Buyer Benefit Plan that is defined benefit plan maintained in accordance with all applicable laws of relevant jurisdiction and rules and regulations of applicable Government Entities and that are intended to qualify for any special tax treatment under the applicable Tax Laws of such jurisdiction for which the corresponding Asset Transfer Plan is intended to qualify. The amount of assets to be transferred in respect of the Closing DateTransferred Employees participating in each Asset Transfer Plan shall be determined in accordance with applicable Law, become eligible to participate in a U.S. tax-qualified defined contribution plan sponsored by Buyer or one of its Affiliates (“Buyer’s 401(k) Plan”). As the rules of the Closing Date, Seller shall fully vest the applicable Transferred Employees in their account balances under the Cytec Employees’ Savings and Profits-Sharing Plan relevant plan and the Cytec Employees’ Savings Plan (collectively, the “Seller’s 401(k) Plans”). Buyer agrees that Buyer’s 401(k) Plan will accept rollovers of the account balances of U.S. Transferred Employees (including participant loan promissory notes, subject to the following sentence) from Seller’s 401(k)principles set forth in Schedule 1.1

Employee Compensation and Benefit Plans. (a) Following the Closing and subject to Section 6.3(e), Buyer shall honor, or cause the Company or its Subsidiaries, as applicable, to honor in accordance with their terms as in effect on the date hereof those Benefit Plans that are (i) For listed on Schedule 3.13(a) of the eighteen-month Seller Disclosure Schedule and (ii) maintained solely by the Company and/or one or more of its Subsidiaries or to which the Company or any of its Subsidiaries is a party; provided that nothing herein shall limit the right of Buyer, the Company and its Subsidiaries to amend or terminate any such Benefit Plan in accordance with its terms. Buyer agrees that it shall, or it shall cause the Company or its Subsidiaries, as applicable, to (i) provide aggregate employee benefits (other than defined benefit retirement benefits) to Employees who are Employees on the Closing Date for a period immediately of at least one year following the Closing Datethat, Buyer shallin the aggregate provide a level of benefits to such Employees during employment that is substantially comparable, in the aggregate, to that provided to such Employees pursuant to the terms of those Benefit Plans listed on Schedule 3.13(a) of the Seller First Disclosure Schedule as in effect on July 25, 2002 or shall cause its Affiliates to, as such terms were amended in accordance with Section 3.6 hereof as set forth in Schedule 3.13(a) of the Seller Disclosure Update other than any such plans that are defined benefit retirement plans; and (ii) maintain for a period of at least one year following the Closing employee severance plans that will provide a level of severance benefits to each Transferred Employee Employees who is not covered by a U.S. collective bargaining agreement (in respect of his or her service after are Employees on the Closing) (A) base compensation and incentive compensation opportunities Closing Date that are no less favorable than the base compensation and incentive compensation opportunities as in effect for each those provided to such Transferred Employee as of immediately prior to the Closing Date (it being understood that equity compensation shall not be included in determining the level of compensation to be provided) and (B) as of the Closing Date, welfare and retirement benefits that, in the aggregate, are no less favorable in the aggregate to those in effect for such Transferred Employee immediately before the Closing pursuant to the Benefit Plans which have been provided or made available to the Buyer (it being understood that retiree welfare benefits shall not be included in determining the level of benefits to be provided, and that no specific type of benefit is required to be provided). Subject to “effects bargaining” obligations, the Transferred Employees will be eligible to participate in the benefit and compensation plans, contracts, policies and arrangements of Buyer or its applicable Affiliates (including the benefit and compensation plans, contracts, policies and arrangements of the Transferred Subsidiaries maintained at or after the Closing) (the “Buyer Benefit Plans”) effective as of the Closing. Buyer shall, or shall cause its Affiliates, to provide severance benefits to any Transferred Employee who is laid-off or terminated during the one-year period immediately following the Closing Date in an amount that is equal to the greater of (x) (i) for U.S. Transferred Employees, to the extent no payments have been made thereunder, the severance benefits (including severance payments and continued health coverage) that the employee would have been entitled to pursuant to the terms of the applicable severance plans that are listed on Schedule 3.13(a) of the Seller First Disclosure Schedule as in effect on July 25, 2002 or as such terms were amended in accordance with Section 3.6 hereof as set forth in Schedule 3.13(a) of the Seller Disclosure Update; provided that nothing herein shall limit the right of Buyer, the Company or any of its Subsidiaries to terminate the employment of any Employee or, subject to the covenants in this subsection (a), amend or terminate any Benefit Plan in place accordance with its terms. (b) Following the Closing, Buyer shall cause the Company or its Subsidiaries, as applicable, not to decrease the base salary and target annual bonus of any Person who was an active Employee on the Closing Date for a period of at least one year following the Closing from such employees’ base salary and target annual bonus (at achievement of 100% performance) in effect on July 25, 2002 or has been adjusted after July 25, 2002 and prior to the date hereof in accordance with Section 3.6 hereof as set forth in Schedule 3.13(a) of the Seller Disclosure Update. (c) Employees shall be given credit for all service with the Company, its Subsidiaries, Seller and their respective past and present Affiliates under all employee benefit plans, programs and policies of Buyer in which they become participants for purposes of eligibility, vesting and benefit accrual (but not for purposes of benefit accrual under any defined benefit pension plan), to the same extent such service was credited under the comparable Benefit Plan applicable to such Employees. If and to the extent that Employees who are Employees at the Closing Date become covered under a medical, dental, health, life insurance or disability plan maintained by Buyer or any of its Subsidiaries effective as of, or after, the Closing, then Buyer shall cause such plan to (i) waive any preexisting condition limitations for conditions that would have been covered under the applicable medical, dental, health, life insurance or disability plan of the Company and its Subsidiaries in which such employee participated immediately prior to participation in a Buyer (or Subsidiary) plan and (ii) honor any deductible, co-payment and other out of pocket expenses incurred by such employees and their beneficiaries under the applicable medical, dental, health, life insurance or disability plans of the Company and its Subsidiaries during the portion of such calendar year preceding the Closing Date. (d) Seller shall permit the Employees who participate in the Diageo Pension Scheme sponsored by Diageo in the United Kingdom (the “Existing UK DB Plan”) as of the Closing Date and (iithe “UK Employees”) to continue to participate in the Existing UK DB Plan for non-U.S. Transferred Employeesup to one year after the Closing (the “Transitional Period”) subject to the Buyer’s payment of the pension contributions, if any, required to be made to the Existing UK DB Plan under applicable Law or the terms of the Existing UK DB Plan, as such terms are in effect on the date hereof, for the UK Employees during the Transitional Period. Prior to the end of the Transitional Period, but subject to the receipt of the related assets, Buyer shall cause the Company or one of its Subsidiaries to, as provided in Schedule 6.3(d) of the Seller Disclosure Schedule, create a new defined benefit pension plan (the “New UK DB Plan”) which shall provide pension benefits no less favorable than those provided to the UK Employees under the Existing UK DB Plan as of the date hereof. Following the end of the Transitional Period, the statutory severance benefits New UK DB Plan shall assume the relevant pension liabilities of the Existing UK DB Plan (and shall receive assets from the Existing UK DB Plan equal to the amount of such employee is entitled liabilities) attributable to under applicable law the UK Employees as provided in Schedule 6.3(d) of the Seller Disclosure Schedule. (e) Prior to the Closing, Seller shall assume directly or cause an Affiliate of Seller to assume and, from and after the Closing Date, Seller shall indemnify and hold Buyer, the Company and their respective Subsidiaries and Affiliates harmless from and against and will promptly pay or reimburse each such Person for, any additional severance benefits such employee is entitled to and all liabilities and obligations for or in respect of all “sale of business awards” that become payable pursuant to the terms of any applicable Non-U.S. Benefit Plan in place as of the Closing Date and provided Executive Employment Agreements as in effect on July 25, 2002 or made available as the same may be, or have been, amended or superceded pursuant to any Contract entered into in substitution therefor, in either case, with the consent of the individual party thereto, (the “SOBAs”). To the extent any such amendment or superceding contract would result in a change to any part of the Executive Employment Agreements other than the SOBAs, then the consent of Buyer, which shall not be unreasonably withheld, shall be required. Seller agrees to comply with the terms of the SOBAs or to cause an Affiliate of Seller to comply with the terms of the SOBAs. To the extent that Buyer or the Company or any of its Subsidiaries recognize a tax deduction in respect of payments to the Executive Officers as a result of this Section 6.3(e), then Buyer shall promptly pay, or cause to be paid to Seller, an amount in cash equal to the value of such deduction. Buyer shall cooperate with Seller and (y) provide such assistance as is reasonably requested by Seller in order to effect the severance benefits provided under the severance arrangements intention of Buyer or its Affiliatesthis Section 6.3(e). (iif) From and after the Closing, Buyer shallSeller shall indemnify and hold harmless Buyer, the Company and their respective Subsidiaries and Affiliates from and against, and shall promptly pay or shall cause its Affiliates to, cause each Buyer Benefit Plan in which Transferred Employees are or will become eligible to participate to credit for purposes of eligibility to participate, vesting, and, except with respect to retirement benefitsreimburse them for, any level of benefits thereunder the service of such employees with Seller or its Affiliates (including the Transferred Subsidiaries) prior to the Closing as if such service were with Buyer or its Affiliatesand all Controlled Group Liability, to the same extent as such service was credited for such purpose by Seller the occurrence or its Affiliates prior imposition of which is unrelated to the Closing, provided that no such service credit will be required to the extent it would result in a duplication of benefits. Subject to compliance with Section 4.7(b) and this Section 4.7(c), nothing herein shall limit the ability of Buyer or its Affiliates to amend or terminate any employees of the Transferred Subsidiary Plans Company or Buyer Benefit Plans in accordance with their terms and applicable Law at any time. As between Seller and its Affiliates (on the one hand) and Buyer and its Affiliates (on the other hand), Buyer and its Affiliates shall be responsible for all Liabilities in respect of severance (including any statutory severance obligations) for (i) any Asset Transfer Employees who do not become Transferred Employees, except to the extent an Asset Transfer Employee fails to accept an offer of employment that complies with Section 4.7(a), provided, that Buyer and its Affiliates shall not discourage an Asset Transfer Employee from accepting an offer of employment that complies with Section 4.7(a); and (ii) any Transferred Employees whose employment terminates at or following Closing. Except as otherwise provided in this Section 4.7, Seller and its Affiliates will be responsible for and will pay any and all severance, retention, relocation, termination and other compensation or benefit payments and any payments required to be made under the applicable collective bargaining agreements or works agreements, social plans or other collective agreements with employee representative bodies, and the applicable Taxes related thereto, which are or may become payable to any employee or former employee of Seller or its other Affiliates, as a result of any event giving rise to such payments which occurs prior to the Closing. Nothing in this Section 4.7 obligates Buyer or Seller or any of their Affiliates to provide duplicative severance benefits. (iii) If any Transferred Employee becomes eligible to participate in a Buyer Benefit Plan that provides medical, dental, vision or other health benefits or disability or life insurance benefits, Buyer shall use its reasonable best efforts to cause each such Buyer Benefit Plan to (A) waive any preexisting condition limitations to the extent such conditions would have been covered under an analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) immediately prior to the Closing Date, (B) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such Transferred Employee (or his or her eligible dependents) on or after the Closing Date to the extent such Transferred Employee (or his or her eligible dependents) had satisfied any similar limitation or requirement under an analogous Benefit Plan that was applicable to such Transferred Employee immediately prior to the Closing Date and (C) recognize under such Buyer Benefit Plan any co-payments, deductible payments, premium amounts and similar payments or expenses incurred by the Transferred Employees under any analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) in the plan year that includes the Closing Date. (iv) The Transferred Employees who are U.S. employees (the “U.S. Transferred Employees”) shall, as of the Closing Date, become eligible to participate in a U.S. tax-qualified defined contribution plan sponsored by Buyer or one of its Affiliates (“Buyer’s 401(k) Plan”). As of the Closing Date, Seller shall fully vest the applicable Transferred Employees in their account balances under the Cytec Employees’ Savings and Profits-Sharing Plan and the Cytec Employees’ Savings Plan (collectively, the “Seller’s 401(k) Plans”). Buyer agrees that Buyer’s 401(k) Plan will accept rollovers of the account balances of U.S. Transferred Employees (including participant loan promissory notes, subject to the following sentence) from Seller’s 401(k)its

Employee Compensation and Benefit Plans. (i) For Notwithstanding anything to the eighteen-month period immediately following contrary in the Closing DateTerm Sheet or any Definitive Document, Buyer shall, or shall cause its Affiliates to, provide to each Transferred Employee who is not covered by a U.S. collective bargaining agreement (in respect of his or her service after the Closing) (A) base all employee compensation and incentive compensation opportunities that are no less favorable than the base compensation and incentive compensation opportunities as in effect for each such Transferred Employee as of immediately prior to the Closing Date (it being understood that equity compensation shall not be included in determining the level of compensation to be provided) and (B) as of the Closing Date, welfare and retirement benefits that, in the aggregate, are no less favorable in the aggregate to those in effect for such Transferred Employee immediately before the Closing pursuant to the Benefit Plans which have been provided or made available to the Buyer (it being understood that retiree welfare benefits shall not be included in determining the level of benefits to be provided, and that no specific type of benefit is required to be provided). Subject to “effects bargaining” obligations, the Transferred Employees will be eligible to participate in the benefit and compensation plans, contracts, policies and arrangements of Buyer or its applicable Affiliates (including the benefit and compensation plans, contracts, policies and arrangements of the Transferred Subsidiaries maintained at or after the Closing) (the “Buyer Benefit Plans”) effective as of the Closing. Buyer shall, or shall cause its Affiliates, to provide severance benefits to any Transferred Employee who is laid-off or terminated during the one-year period immediately following the Closing Date in an amount that is equal to the greater of (x) (i) for U.S. Transferred Employees, to the extent no payments have been made thereunder, the severance benefits (including severance payments and continued health coverage) that the employee would have been entitled to pursuant to the terms of the applicable Benefit Plan in place as of the Closing Date and (ii) for non-U.S. Transferred Employees, the statutory severance benefits such employee is entitled to under applicable law and any additional severance benefits such employee is entitled to pursuant to the terms of any applicable Non-U.S. Benefit Plan in place as of the Closing Date and provided or made available to Seller and (y) the severance benefits provided under the severance arrangements of Buyer or its Affiliates. (ii) From and after the Closing, Buyer shall, or shall cause its Affiliates to, cause each Buyer Benefit Plan in which Transferred Employees are or will become eligible to participate to credit for purposes of eligibility to participate, vesting, and, except with respect to retirement benefits, any level of benefits thereunder the service of such employees with Seller or its Affiliates (including the Transferred Subsidiaries) prior to the Closing as if such service were with Buyer or its Affiliates, to the same extent as such service was credited for such purpose by Seller or its Affiliates prior to the Closing, provided that no such service credit will be required to the extent it would result in a duplication of benefits. Subject to compliance with Section 4.7(b) and this Section 4.7(c), nothing herein shall limit the ability of Buyer or its Affiliates to amend or terminate any of the Transferred Subsidiary Plans or Buyer Benefit Plans in accordance with their terms and applicable Law at any time. As between Seller and its Affiliates (on the one hand) and Buyer and its Affiliates (on the other hand), Buyer and its Affiliates shall be responsible for all Liabilities in respect of severance (including any statutory severance obligations) for (i) any Asset Transfer Employees who do not become Transferred Employees, except to the extent an Asset Transfer Employee fails to accept an offer of employment that complies with Section 4.7(a), provided, that Buyer and its Affiliates shall not discourage an Asset Transfer Employee from accepting an offer of employment that complies with Section 4.7(a); and (ii) any Transferred Employees whose employment terminates at or following Closing. Except as otherwise provided in this Section 4.7, Seller and its Affiliates will be responsible for and will pay any and all severance, retention, relocation, termination and other compensation or benefit payments and any payments required to be made under the applicable collective bargaining agreements or works agreements, social plans offer letters, award letters or other collective key employee retention agreements with employee representative bodies, and the applicable Taxes related thereto, which are or may become payable to any employee or former employee of Seller or its other Affiliates, as a result of any event giving rise to such payments which occurs prior to the Closing. Nothing in this Section 4.7 obligates Buyer or Seller or any of their Affiliates to provide duplicative severance benefits. (iii) If any Transferred Employee becomes eligible to participate in a Buyer Benefit Plan that provides medical, dental, vision or other health benefits or disability or life insurance benefits, Buyer shall use its reasonable best efforts to cause each such Buyer Benefit Plan to (A) waive any preexisting condition limitations to the extent such conditions would have been covered under an analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) immediately prior to the Closing Date, (B) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such Transferred Employee (or his or her eligible dependents) on or after the Closing Date to the extent such Transferred Employee (or his or her eligible dependents) had satisfied any similar limitation or requirement under an analogous Benefit Plan that was applicable to such Transferred Employee immediately prior to the Closing Date and (C) recognize under such Buyer Benefit Plan any co-payments, deductible payments, premium amounts and similar payments or expenses incurred by the Transferred Employees under any analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) in the plan year that includes the Closing Date. (iv) The Transferred Employees who are U.S. employees (the “U.S. Transferred Employees”) shall, as of the Closing Date, become eligible to participate in a U.S. tax-qualified defined contribution plan sponsored by Buyer or one of its Affiliates (“Buyer’s 401(k) Plan”). As of the Closing Date, Seller shall fully vest the applicable Transferred Employees in their account balances under the Cytec Employees’ Savings and Profits-Sharing Plan and the Cytec Employees’ Savings Plan (collectively, the “Seller’s 401(kEmployee Arrangements”) Plansshall be deemed assumed under the Plan by the Reorganized Company other than any Employee Arrangement entitling employees to Interests or consideration based on the value of Interests that have not vested into Existing Equity Interests as of the Petition Date. If an Employee Arrangement provides in part for an award or potential award of Interests or consideration based on the value of Interests that have not vested into Existing Equity Interests as of the Petition Date, such Employee Arrangement shall be assumed in all respects other than the provisions of such agreement relating to Interest awards. Notwithstanding the foregoing, if an Employee Arrangement provides in part for a payment, premium, or other award upon the occurrence of a “change of control,” “change in control,” or other similar event, then such compensation or benefit plan shall only be assumed to the extent that the Restructuring, including consummation of the Plan, shall not be treated as a change of control, change in control, or other similar event under such compensation or benefit plan. Board of Directors of the Reorganized Company Upon the Effective Date, the Board of the Reorganized Company will consist of nine (9) members, with six (6) directors nominated by holders of the Mandatorily Convertible Preferred Stock, and three (3) directors nominated by the Company (on behalf of the holders of New Common Stock). After the Effective Date and for a period of two years thereafter (the “Initial Period”), the directors will be appointed or elected as follows: (a) Six (6) members of the Board will be nominated and elected by a majority of the holders of the Mandatorily Convertible Preferred Stock (and, for purposes of such nomination determination, such majority will be deemed to include any shares of Common Stock previously issued upon conversion of the Mandatorily Convertible Preferred Stock and continued to be held by a holder that evidences continuous ownership) (the “Preferred Stock Designees”); (b) three (3) members of the Board will be nominated by the Company Designees and elected by the holders of New Common Stock (the “Company Designees”). Buyer agrees After the Initial Period, the holders of the Mandatorily Preferred Stock shall be entitled to nominate such numbers of directors as is proportional to their voting interest on as converted basis (which will be set forth in the Company’s organizational documents). At such time as the Company is no longer entitled to appoint the Company Designees, such director positions previously allocated to the Company shall be elected by the holders of New Common Stock, the outstanding Mandatorily Convertible Preferred Stock on an as-converted basis and any other outstanding Common Stock voting together as a single class. The Board will be classified with directors serving for three-year staggered terms. Company Designees will serve in the class up for reelection at the second annual meeting after the Effective Date. Preferred Stock Designees and Company Designees, as applicable, may only be removed for cause. Vacancies in seats held by Preferred Stock Designees shall be filled by remaining Preferred Stock Designees and vacancies in seats held by Company Designees shall be filled by remaining Company Designees. To the extent a nominating committee exists, it will include at least two (2) Company Designees during the Company Board Designee Period. The new governance structure of the Reorganized Company and its Board and committees will be set forth in the amended organizational documents of the Reorganized Company. For the first 18 months after the Effective Date, any sale of all or substantially all of the business of the Company or its assets, or any change of control transaction, changes to Board composition or structure (including the size of the Board) and amendments to organizational documents affecting these rights must be approved by at least seven (7) of nine (9) directors. Charter; Bylaws The charter, bylaws, limited liability company agreements and other organizational documents of each Reorganized Company’s corporate entity will (i) be amended or amended and restated by the Reorganized Company consistent with section 1123(a)(6) of the Bankruptcy Code, if applicable, and otherwise in accordance with the Plan, and the Restructuring Support Agreements, (ii) be in form and substance reasonably acceptable to the Requisite Senior Noteholders, and (iii) notwithstanding anything to the contrary, provide that Buyerthe Mandatorily Convertible Preferred Stock shall vote with New Common Stock on an as-converted basis as to all matters; provided, that during the Initial Period, the Mandatorily Convertible Preferred Stock shall (a) not vote on as-converted basis with respect the election of directors, during which time the holders of the Mandatorily Convertible Preferred Stock will have the right to nominate the Senior Notes Designees, and the holders of the New Common Stock will have the right to nominate the Company Designees, and (b) not be entitled to vote to amend certain provisions of the bylaws and/or certificate of incorporation in any manner that adversely impacts the Board representation rights of the holders of the New Common Stock or the Company Designees during the Initial Period (e.g., removal directors, nomination/election rights, etc.). Cancellation of Notes, Interest, Instruments, Certificates and other Documents Except as provided herein and in connection with the Credit Agreement, on the Effective Date, all notes, instruments, certificates evidencing debt to, or Interests in, the Company, including, without limitation, the Senior Notes, the Convertible Notes, and Existing Equity Interests, will be cancelled and obligations of the Company thereunder will be discharged. In addition, on the Effective Date, any registration rights or similar agreements with respect to Existing Equity Interests will also be cancelled and any obligations of the Company thereunder will be discharged. Company Guarantees On the Effective Date, all guarantees, indemnities, or other credit support provided by the Company to support its affiliates or subsidiaries shall be reinstated to their position immediately prior to the Petition Date. Vesting of Assets On the Effective Date, pursuant to sections 1141(b) and (c) of the Bankruptcy Code, all assets of the Company’s 401(k) Estate will vest in the Reorganized Company free and clear of all claims, liens, encumbrances, charges and other interests, except as otherwise provided in the Plan. Compromise and Settlement The Plan will accept rollovers contain provisions for the compromise and settlement of Claims stating that, except as provided herein, the allowance, classification and treatment of Allowed Claims and Interests and their respective distributions take into account and conform to the relative priority and rights of such Claims and Interests in connection with any contractual, legal and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510 of the account balances Bankruptcy Code or otherwise. Survival of U.S. Transferred Employees Indemnification Obligations and D&O Insurance Any obligations of the Company pursuant to its corporate charters, bylaws, limited liability company agreements, or other organizational documents to indemnify current and former officers, directors, agents, and/or employees with respect to all present and future actions, suits, and proceedings against the Company or such directors, officers, agents, and/or employees, based upon any act or omission for or on behalf of the Company will not be discharged or impaired by confirmation of the Plan or the occurrence of the Effective Date. All such obligations will be deemed and treated as executory contracts to be assumed by the Company under the Plan and will continue as obligations of the Reorganized Company. In addition, after the Effective Date, the Reorganized Company will not terminate or otherwise reduce the coverage under any directors’ and officers’ insurance policies (including participant loan promissory notesany “tail policy”) in effect as of the Petition Date, subject and all members, managers, directors and officers of the Company who served in such capacity at any time prior to the following sentence) from Seller’s 401(k)Effective Date will be entitled to the full benefits of any such policy for the full term of such policy regardless of whether such members, managers, directors, and/or officers remain in such positions after the Effective Date.

Employee Compensation and Benefit Plans. (i) For the eighteen-month a period immediately following the Closing Date, Buyer shall, or shall cause its Affiliates to, provide to each Transferred Employee who is not covered by a U.S. collective bargaining agreement (in respect of his or her service one year after the Closing, except for any equity incentive plans, the Buyer shall cause the Surviving Corporation and its Subsidiaries to maintain employee benefit and compensation plans, programs, policies and arrangements (collectively, the “Buyer’s Plans”) (A) base compensation and incentive compensation opportunities that are no less favorable than the base compensation and incentive compensation opportunities as in effect for each such Transferred Employee as of immediately prior to the Closing Date (it being understood that equity compensation shall not be included in determining the level of compensation to be provided) and (B) as of the Closing Date, welfare and retirement benefits thatwhich, in the aggregate, are no less favorable will provide compensation and benefits to the employees of the Surviving Corporation and its Subsidiaries substantially similar, in the aggregate aggregate, to those in effect for such Transferred Employee immediately before the Closing provided pursuant to the Benefit Plans which have been provided or made available to the Buyer (it being understood that retiree welfare benefits shall not be included in determining the level of benefits to be provided, and that no specific type of benefit is required to be provided). Subject to “effects bargaining” obligations, the Transferred Employees will be eligible to participate in the benefit and compensation plans, contracts, policies and arrangements of Buyer or its applicable Affiliates (including the benefit and compensation plans, contractsprograms, policies and arrangements of the Transferred Subsidiaries maintained at or after Company in effect on the Closing) date of this Agreement (collectively, the “Buyer Benefit Company Plans”); provided, that nothing herein shall interfere with the Surviving Corporation’s right or obligation to make such changes to such plans, programs, policies or arrangements as are necessary to conform with applicable Legal Requirements. To the maximum extent permitted by law, for the purposes of any of the Buyer’s Plans for which eligibility or vesting of benefits depends on length of service, and for any benefit for which the amount or level of benefits depends on length of service, the Buyer shall give (or cause to be given) effective to each employee full credit for past service with the Company or a Subsidiary as of the Closing. Buyer shall, or shall cause its Affiliates, to provide severance benefits to any Transferred Employee who is laid-off or terminated during the one-year period immediately following and through the Closing Date in an amount that is equal to under the greater of Company Plans (x) (i) for U.S. Transferred Employees“Prior Service”). In addition, to and without limiting the extent no payments have been made thereunder, the severance benefits (including severance payments and continued health coverage) that the employee would have been entitled to pursuant to the terms generality of the applicable Benefit Plan in place as of the Closing Date and foregoing, each employee (iia) shall be given credit for non-U.S. Transferred Employees, the statutory severance benefits such employee is entitled to under applicable law and any additional severance benefits such employee is entitled to pursuant to the terms of any applicable Non-U.S. Benefit Plan in place as of the Closing Date and provided or made available to Seller and (y) the severance benefits provided under the severance arrangements of Buyer or its Affiliates. (ii) From and after the Closing, Buyer shall, or shall cause its Affiliates to, cause each Buyer Benefit Plan in which Transferred Employees are or will become eligible to participate to credit Prior Service for purposes of eligibility to participate, vestingsatisfaction of any waiting periods, andevidence of insurability requirements, except with respect to retirement benefitsor the application of any pre-existing condition limitations, any level of benefits thereunder the service of such employees with Seller or its Affiliates (including the Transferred Subsidiariesb) prior to the Closing as if such service were with Buyer or its Affiliates, to shall be given credit for amounts paid under a corresponding Company Plan during the same extent period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such service was credited for such purpose by Seller or its Affiliates prior to the Closing, provided that no such service credit will be required to the extent it would result in a duplication of benefits. Subject to compliance with Section 4.7(b) and this Section 4.7(c), nothing herein shall limit the ability of Buyer or its Affiliates to amend or terminate any of the Transferred Subsidiary Plans or Buyer Benefit Plans amounts had been paid in accordance with their the terms and applicable Law at any time. As between Seller conditions of the Buyer’s Plans, and its Affiliates (on the one handc) and Buyer and its Affiliates (on the other hand), Buyer and its Affiliates shall be responsible for all Liabilities in respect eligible to receive under the Buyer’s Plans such periods of severance (including any statutory severance obligations) for (i) any Asset Transfer Employees who do not become Transferred Employeesvacation leave, except sick leave, personal days, holidays and other similar periods of leave as were accrued and available to the extent an Asset Transfer Employee fails to accept an offer of employment that complies with Section 4.7(a), provided, that Buyer and its Affiliates shall not discourage an Asset Transfer Employee from accepting an offer of employment that complies with Section 4.7(a); and (ii) any Transferred Employees whose employment terminates at or following Closing. Except as otherwise provided in this Section 4.7, Seller and its Affiliates will be responsible for and will pay any and all severance, retention, relocation, termination and other compensation or benefit payments and any payments required to be made employee under the applicable collective bargaining agreements or works agreements, social plans or other collective agreements with employee representative bodies, and the applicable Taxes related thereto, which are or may become payable to any employee or former employee of Seller or its other Affiliates, as a result of any event giving rise to such payments which occurs prior to the Closing. Nothing in this Section 4.7 obligates Buyer or Seller or any of their Affiliates to provide duplicative severance benefits. (iii) If any Transferred Employee becomes eligible to participate in a Buyer Benefit Plan that provides medical, dental, vision or other health benefits or disability or life insurance benefits, Buyer shall use its reasonable best efforts to cause each such Buyer Benefit Plan to (A) waive any preexisting condition limitations to the extent such conditions would have been covered under an analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) Company Plans immediately prior to the Closing Date, (B) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such Transferred Employee (or his or her eligible dependents) on or after the Closing Date to the extent such Transferred Employee (or his or her eligible dependents) had satisfied any similar limitation or requirement under an analogous Benefit Plan that was applicable to such Transferred Employee immediately prior to the Closing Date and (C) recognize under such Buyer Benefit Plan any co-payments, deductible payments, premium amounts and similar payments or expenses incurred by the Transferred Employees under any analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) in the plan year that includes the Closing DateEffective Time. (iv) The Transferred Employees who are U.S. employees (the “U.S. Transferred Employees”) shall, as of the Closing Date, become eligible to participate in a U.S. tax-qualified defined contribution plan sponsored by Buyer or one of its Affiliates (“Buyer’s 401(k) Plan”). As of the Closing Date, Seller shall fully vest the applicable Transferred Employees in their account balances under the Cytec Employees’ Savings and Profits-Sharing Plan and the Cytec Employees’ Savings Plan (collectively, the “Seller’s 401(k) Plans”). Buyer agrees that Buyer’s 401(k) Plan will accept rollovers of the account balances of U.S. Transferred Employees (including participant loan promissory notes, subject to the following sentence) from Seller’s 401(k)

Employee Compensation and Benefit Plans. (a) Following the Closing and subject to Section 6.4(e), Buyer shall honor, or cause the Company or its Subsidiaries, as applicable, to honor in accordance with their terms as in effect on the date hereof or as such terms may be amended in accordance with Section 6.2(vi) hereof those Benefit Plans that are (i) For listed on Schedule 3.13(a) of the eighteen-month Seller Disclosure Schedule and (ii) maintained solely by the Company and/or one or more of its Subsidiaries or to which the Company or any of its Subsidiaries is a party; provided that nothing herein shall limit the right of Buyer, the Company and its Subsidiaries to amend or terminate any such Benefit Plan in accordance with its terms. Buyer agrees that it shall, or it shall cause the Company or its Subsidiaries, as applicable, to (i) provide aggregate employee benefits to Employees who are Employees on the Closing Date for a period immediately of at least one year following the Closing Datethat, Buyer shallin the aggregate provide a level of benefits to such Employees during employment that is substantially comparable, in the aggregate, to that provided to such Employees pursuant to the terms of those Benefit Plans listed on Schedule 3.13(a) of the Seller Disclosure Schedule as in effect on the date hereof or shall cause its Affiliates to, as such terms may be amended in accordance with Section 6.2(vi) hereof; and (ii) maintain for a period of at least one year following the Closing employee severance plans that will provide a level of severance benefits to each Transferred Employee Employees who is not covered by a U.S. collective bargaining agreement (in respect of his or her service after are Employees on the Closing) (A) base compensation and incentive compensation opportunities Closing Date that are no less favorable than the base compensation and incentive compensation opportunities as in effect for each those provided to such Transferred Employee as of immediately prior to the Closing Date (it being understood that equity compensation shall not be included in determining the level of compensation to be provided) and (B) as of the Closing Date, welfare and retirement benefits that, in the aggregate, are no less favorable in the aggregate to those in effect for such Transferred Employee immediately before the Closing pursuant to the Benefit Plans which have been provided or made available to the Buyer (it being understood that retiree welfare benefits shall not be included in determining the level of benefits to be provided, and that no specific type of benefit is required to be provided). Subject to “effects bargaining” obligations, the Transferred Employees will be eligible to participate in the benefit and compensation plans, contracts, policies and arrangements of Buyer or its applicable Affiliates (including the benefit and compensation plans, contracts, policies and arrangements of the Transferred Subsidiaries maintained at or after the Closing) (the “Buyer Benefit Plans”) effective as of the Closing. Buyer shall, or shall cause its Affiliates, to provide severance benefits to any Transferred Employee who is laid-off or terminated during the one-year period immediately following the Closing Date in an amount that is equal to the greater of (x) (i) for U.S. Transferred Employees, to the extent no payments have been made thereunder, the severance benefits (including severance payments and continued health coverage) that the employee would have been entitled to pursuant to the terms of the applicable Benefit Plan in place as severance plans that are listed on Schedule 3.13(a) of the Closing Date and (ii) for non-U.S. Transferred Employees, Seller Disclosure Schedule as in effect on the statutory severance benefits such employee is entitled to under applicable law and any additional severance benefits such employee is entitled to pursuant to the terms of any applicable Non-U.S. Benefit Plan in place as of the Closing Date and provided date hereof or made available to Seller and (y) the severance benefits provided under the severance arrangements of Buyer or its Affiliates. (ii) From and after the Closing, Buyer shall, or shall cause its Affiliates to, cause each Buyer Benefit Plan in which Transferred Employees are or will become eligible to participate to credit for purposes of eligibility to participate, vesting, and, except with respect to retirement benefits, any level of benefits thereunder the service of such employees with Seller or its Affiliates (including the Transferred Subsidiaries) prior to the Closing as if such service were with Buyer or its Affiliates, to the same extent as such service was credited for such purpose by Seller or its Affiliates prior to the Closing, terms may be amended in accordance with Section 6.2(vi) hereof; provided that no such service credit will be required to the extent it would result in a duplication of benefits. Subject to compliance with Section 4.7(b) and this Section 4.7(c), nothing herein shall limit the ability right of Buyer Buyer, the Company or any of its Affiliates Subsidiaries to terminate the employment of any Employee or, subject to the covenants in this subsection (a), amend or terminate any of the Transferred Subsidiary Plans or Buyer Benefit Plans Plan in accordance with their terms and applicable Law at any time. As between Seller and its Affiliates (on the one hand) and Buyer and its Affiliates (on the other hand), Buyer and its Affiliates shall be responsible for all Liabilities in respect of severance (including any statutory severance obligations) for (i) any Asset Transfer Employees who do not become Transferred Employees, except to the extent an Asset Transfer Employee fails to accept an offer of employment that complies with Section 4.7(a), provided, that Buyer and its Affiliates shall not discourage an Asset Transfer Employee from accepting an offer of employment that complies with Section 4.7(a); and (ii) any Transferred Employees whose employment terminates at or following Closing. Except as otherwise provided in this Section 4.7, Seller and its Affiliates will be responsible for and will pay any and all severance, retention, relocation, termination and other compensation or benefit payments and any payments required to be made under the applicable collective bargaining agreements or works agreements, social plans or other collective agreements with employee representative bodies, and the applicable Taxes related thereto, which are or may become payable to any employee or former employee of Seller or its other Affiliates, as a result of any event giving rise to such payments which occurs prior to the Closing. Nothing in this Section 4.7 obligates Buyer or Seller or any of their Affiliates to provide duplicative severance benefitsterms. (iiib) If any Transferred Employee becomes eligible to participate in a Buyer Benefit Plan that provides medical, dental, vision or other health benefits or disability or life insurance benefitsFollowing the Closing, Buyer shall use cause the Company or its reasonable best efforts Subsidiaries, as applicable, not to cause each such Buyer Benefit Plan to (A) waive decrease the base salary and target annual bonus of any preexisting condition limitations to the extent such conditions would have been covered under Person who was an analogous Benefit Plan that was applicable to such Transferred active Employee (or his or her eligible dependents) immediately prior to the Closing Date, (B) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such Transferred Employee (or his or her eligible dependents) on or after the Closing Date to for a period of at least one year following the extent Closing from such Transferred Employee employees' base salary and target annual bonus (at achievement of 100% performance) in effect on the date hereof or his or her eligible dependents) had satisfied any similar limitation or requirement under an analogous Benefit Plan that was applicable to such Transferred Employee immediately as may be adjusted after the date hereof and prior to the Closing Date and (C) recognize under such Buyer Benefit Plan any co-payments, deductible payments, premium amounts and similar payments or expenses incurred by the Transferred Employees under any analogous Benefit Plan that was applicable to such Transferred Employee (or his or her eligible dependents) in the plan year that includes the Closing Dateaccordance with Section 6.2 hereof. (iv) The Transferred Employees who are U.S. employees (the “U.S. Transferred Employees”) shall, as of the Closing Date, become eligible to participate in a U.S. tax-qualified defined contribution plan sponsored by Buyer or one of its Affiliates (“Buyer’s 401(k) Plan”). As of the Closing Date, Seller shall fully vest the applicable Transferred Employees in their account balances under the Cytec Employees’ Savings and Profits-Sharing Plan and the Cytec Employees’ Savings Plan (collectively, the “Seller’s 401(k) Plans”). Buyer agrees that Buyer’s 401(k) Plan will accept rollovers of the account balances of U.S. Transferred Employees (including participant loan promissory notes, subject to the following sentence) from Seller’s 401(k)