Exhibit
10.2


Executive
Deferred Compensation Agreement


The Executive
Deferred Compensation and Consulting Agreement, better known as EDCA, is a
non-qualified, unfunded, supplemental pension plan for key executives.


Each year benefits
are accrued at one and one-half percent at that year’s base salary plus bonus
payment and added to the prior year accrual balance.  That accumulated benefit is then given a
present value based on group annuity mortality tables and the current PBGC
immediate interest rate.  At retirement
the monthly accrued present value benefit is payable as a 10-year certain and
life annuity.  The Plan also provides for
the continuation of life, medical and dental benefits at retirement based on
certain criteria as outlined in the Agreement.
















 


EXECUTIVE DEFERRED
COMPENSATION AND CONSULTING AGREEMENT


THIS
AGREEMENT is entered into as of June 7, 1995, at Pleasanton, California,
between HEXCEL CORPORATION, a Delaware
corporation (“HEXCEL”), and Wayne C. Pensky (“Employee”), on the basis of the
following facts and understandings:


R E C I T
A L S  :


A.            Employee is a key executive of
Hexcel and has made substantial contributions to its success.


B.            Hexcel wishes to provide certain
retirement, death and similar benefits for Employee in the expectation that
such benefits will serve as an incentive to Employee to continue in the employ
of Hexcel until his retirement or death. 
Hexcel also wishes to receive the benefits of Employee’s advice and
consultation following retirement, which will be compensated for by the
payments to be made hereunder.


C.            Hexcel’s Executive Compensation
Committee of the Board of Directors has authorized it to enter into this
Executive Deferred Compensation Agreement with Employee.


AGREEMENT


NOW, THEREFORE, in consideration
of the services rendered in the past and to be rendered in the future by
Employee, the parties hereto agree as follows:


1.                                       RETIREMENT
AND CONSULTING INCOME.


1.1           Normal Retirement.  If Employee retires or otherwise ceases to be
employed by Hexcel on or after his 65th birthday, Employee shall receive a monthly
amount of consulting and retirement income payments, without any specification
as to 













 


the amount
allocated to either, computed pursuant to Exhibit “A” which has been initialed
by the parties and attached hereto.  Such
payments shall commence the calendar month following Employee’s retirement or
termination of employment and shall continue for one hundred twenty (120) such
payments or until payment for the month in which Employee dies, whichever is
the last to occur.


1.2           Retirement Before Age 65.  If Employee retires or otherwise ceases to be
employed by Hexcel after his 40th birthday but prior to his 65th birthday, his consulting and retirement income
payments, without any specification as to the amount allocated to either,
computed pursuant to said Exhibit “A”, shall commence the calendar month
following his 65th birthday and shall continue for one hundred
twenty (120) such payments or until payment for the month in which Employee
dies, whichever is the last to occur. 
Should the Employee request that such payments commence at an earlier
date and Hexcel, in its sole and absolute discretion, consents thereto in
writing, the monthly amounts payable shall be the amount reflected on Exhibit “B”,
which has been initialed by the parties and attached hereto.


If
Employee retires or otherwise ceases to be employed by Hexcel after his 40th birthday but prior to his 58th birthday, his consulting and retirement income
payments shall be the same as under Section 1.2 except that until Employee
attains the age of 58, the obligation of Hexcel under Section 6.2 (i.e.,
medical and dental insurance) shall be in effect only if Employee promptly
reimburses Hexcel on its written demand for its costs of such medical and
dental insurance under the group plan.


Employee
shall not be entitled to any benefits under this Agreement if Employee ceases
to be employed by Hexcel prior to attaining his 40th birthday.



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1.3           Possible Lump Sum, Etc. Benefits.  In lieu of the payments described in Sections
1.1 and 1.2, and provided that Hexcel, in its sole and absolute discretion,
consents thereto in writing, Employee may elect either (a) the applicable lump
sum benefit reflected on Exhibit “B”, or (b) any other form of retirement
benefit actuarially equivalent thereto. 
Employee’s election of benefits under this Section 1.3 shall not relieve
Employee of his obligations under Paragraph 3.


2.             DEATH BENEFITS.  If Employee dies after his 40th birthday but prior to commencement of payments
to him pursuant to Sections 1.1 or 1.2, there will be payable to his designated
beneficiary in lieu of any amount specified in Paragraph 1, a monthly pension
for the balance of such beneficiary’s lifetime which is actuarially equivalent
to the lump sum death benefit reflected in Exhibit “B”.  In lieu of said monthly pension, on the
condition that Hexcel, in its sole discretion, consents thereto in writing,
such beneficiary may elect either (a) the applicable lump sum death benefit
reflected on Exhibit “B” or (b) any other form of pension benefit actuarially
equivalent thereto, based on the actuarial assumptions used in constructing
Exhibit “B”, such election to be made by written notice to Hexcel, in form
satisfactory to Hexcel, within sixty (60) days following the Employee’s death.


If
Employee dies after commencement of payments to him pursuant to Sections 1.1 or
1.2, but prior to the receipt of 120 such payments or, should Employee retire
after this 65th birthday but has not as yet received the first
payment under Section 1.1, his designated beneficiaries shall receive such
payments until the aggregate number of payments to Employee and his beneficiary
totals 120.



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3.             AGREEMENTS OF EMPLOYEE.  As a material part of the consideration for
this Agreement and as a condition precedent to Hexcel’s obligation to make
payments to Employee or Employee’s successors hereunder, Employee agrees as
follows:


3.1           Consultation Services.  For a period of ten years following the
effective date of retirement or termination of employment, Employee shall
render consultation services to Hexcel from time to time upon request of
Hexcel, in all areas of Hexcel’s business; provided, however, that Hexcel shall
only make such requests at reasonable times and locations in light of Employee’s
other commitments, and upon reasonable prior notice; and provided further that
the extent of said consultation services shall be limited to not more than ten
(10) man days (on the basis of seven-hour work days) per year unless agreed to
by Employee.  The parties acknowledge
that Employee, while providing consultation services hereunder, will be acting
in the capacity of an independent contractor and not an employee, and Hexcel
shall not have the power to direct or control the manner in which Employee
performs his duties as consultant. 
Hexcel shall reimburse Employee for any expenses incurred by Employee in
carrying out his obligations, provided such expenses were approved in advance
by Hexcel in writing.


3.2           Competitive Activity.  In order to protect Hexcel’s benefits under
Section 3.1 and its trade secrets in the field of engineered materials (e.g.,
high technology, lightweight structural materials and specialty chemicals and
resins) and other products being manufactured or marketed by Hexcel or
developed for manufacture or marketing at the time of Employee’s retirement or
termination of employment, or the trade secrets of any business acquired by
Hexcel within six months after retirement or termination of such employment if
said acquisition was in the process of negotiation at 



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the time of such
retirement or termination (herein-after collectively designated “Hexcel’s
Business”), Employee agrees that at all times prior to his retirement or
termination of employment and during so much of the ten-year period following
such retirement or termination that Hexcel, or any of its successors, assigns
or affiliated companies carries on any portion of Hexcel’s business, Employee
shall not directly or indirectly, as a partner, substantial owner, employee,
associate, consultant, agent or otherwise, engage in any activity related to or
competitive with Hexcel’s business in any county in the State of California, or
in any other state, territory or foreign country within which Hexcel carries on
Hexcel’s Business or in which any of its products are sold either prior or
subsequent to the date hereof.


4.                                       CONDITIONS
TO PAYMENT OF COMPENSATION.


4.1           No Vested Benefit.  The parties acknowledge that the sums payable
to Employee hereunder increase pursuant to the formula set forth in Exhibit “A”
based upon the length of Employee’s employment with Hexcel — i.e., Employee
receives credit in such formulas over the period of his employment.  Hexcel may at any time upon thirty (30) days’
prior written notice to Employee, terminate Employee’s right to receive such
credit for future employment with Hexcel, which shall not, however, affect such
credit accrued up to the effective date of such termination.  Notwithstanding such employment credit, the
amounts computed in accordance with such formulas are only payable to Employee
on the terms and subject to the conditions contained in this Agreement,
including, without limitation, the conditions specified in Sections 4.2 and
4.3.



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4.2           Termination of Employment, Causes.  Hexcel’s obligation to make payments to Employee
hereunder is subject to the condition precedent that Hexcel has not terminated
Employee’s employment by reason of Employee’s theft, fraud, embezzlement or
felony, provided that the foregoing is directly connected with his employment
and Hexcel determines, in its sole and absolute discretion, that such act in
inimical to its best interests, or by reason of violation of Section 3.2
hereof, or for wrongfully disclosing any secret process or imparting any
confidential information, or intentionally doing any other act materially
inimical to the best interests of Hexcel. 
In case of any such termination of Employee’s employment by Hexcel, all
of Employees rights and benefits hereunder shall terminate.


4.3           Breaches of Agreement.  Hexcel’s obligation to make payments to
Employee hereunder is subject to the further conditions precedent (a) that
Employee has not breached or violated any term, covenant or provision of this
Agreement, including, without limitation, those set forth in Section 3.2, and
(b) Employee has not engaged in any of the acts mentioned in Section 4.2 while
an employee of Hexcel, which acts are discovered subsequent to Employee’s
retirement or termination of Employment. 
In case of any such breach or violation under Clause (a) or if Employee
has engaged in the acts referred to in clause (b) all of Employee’s rights and
benefits hereunder shall terminate.


4.4           Preservation of Remedies.  In addition to the conditions precedent to
Hexcel’s obligations hereunder for any payments or benefits, Hexcel shall also
be entitled to all of its legal and equitable remedies and resulting from any
breach or violation of this Agreement by Employee, including, without
limitation, recovery from Employee of all damages resulting from such breach or
violation.



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5.             MININUM PAYMENT.


5.1           Prior Agreement.  If Employee was a party to a prior agreement
with Hexcel concerning executive deferred compensation and consulting payments,
and Employee becomes entitled to receive payments hereunder, Employee shall be
entitled to receive, at a minimum, the amount payable to him as of December 31,
1981 under the terms of such prior agreement, which amounts are set forth in
Exhibit “C” which has been initialed by the parties and attached hereto.


5.2           Change in Control.  If there is a change in control of Hexcel and
Employee becomes entitled to receive payments hereunder, Employee shall be
entitled to receive at a minimum, the amounts payable to him as of December 31,
1981, under the terms of such prior agreement, which amounts are set forth in
Exhibit “C”.


For purposes of this
Section 5.2, a “change in control of Hexcel” shall mean a change in control of
a nature that would be required to be reported in response to Item     5(f) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934 (“Exchange Act”);
provided that, without limitation, such a change in control shall be deemed to
have occurred if (i) any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act is or becomes the beneficial owner, directly or
indirectly, of securities of Hexcel representing thirty percent (30%) or more
of the combined voting power of the Company’s then outstanding securities; or
(ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of Hexcel cease for
any reason to constitute at least a majority thereof unless the election of
each director, who was not a director at the beginning of the period, was
approved by a vote of at least two-thirds of the directors 



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then
still in office who were directors at the beginning of the period.


6.             INSURANCE BENEFITS.


6.1           Life Insurance.  Hexcel shall keep in force and pay for life
insurance for Employee shall Employee retire or otherwise cease to be employee
Hexcel (“termination”) in the following amounts so long as (subject to Section
6.3) Employee has not received all the payments to which Employee is entitled
under this Agreement:


(a)           For the period prior to the time
Employee has received any payments under this Agreement and prior to the
Employee’s 65th birthday, an amount equal to two (2) times the
present value of Employee’s potential payments hereunder (in accordance with
Exhibits “A”, “B” and “C”) at the time of termination, provided such insurance
shall not exceed the amount of life insurance on Employee in effect at the time
of termination.


Example:


Salary    $80,000


Employee Insurance    $240,000


Present Value of
Potential Payments     $200,000


Then lesser of:


2 x $200,000 =
$400,000


Insurance at term
= $240,000


Therefore,
$240,000 life insurance.


(b)           After Employee’s 65th birthday, but only while Employee is receiving
payments under this Agreement, an amount equal to one (1) times the present
value of Employee’s potential payments hereunder (in accordance with Exhibits “A”,
“B” 



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and “C”) at the time of
termination, provided such insurance shall not exceed the amount of the life
insurance on Employee in effect at the time of termination.


Example:


Salary $80,000


Employee Insurance
$240,000


Present Value of
Potential Payments $200,000


Then lesser of:


1 x $200,000 =
$200,000


Employee Insurance
= $240,000


Therefore,
$200,000 life insurance.


6.2           Medical and Dental Insurance.  Hexcel, at its expenses, shall continue to
cover Employee in its   group medical and
dental insurance plan during those periods life insurance is maintained for
Employee pursuant to Section 6.1.


6.3           Termination of Benefits.
Notwithstanding anything set forth herein, Employee shall not be entitled to
any benefits under Sections 6.1 and 6.2 should Employee receive a lump sum
benefit hereunder or after Employee’s 75th birthday.


7.             RIGHT OF PARITES.


7.1           Change of Beneficiary.  Employee shall have the right at any time to
change the person or persons designated as beneficiary or contingent
beneficiary on Exhibit “D” attached hereto, by written notice to Hexcel in form
satisfactory to Hexcel.  Such change of
beneficiary shall become effective upon receipt and approval by Hexcel.


7.2           No Employment Agreement.  Nothing contained in this Agreement shall be
construed as giving to Employee the right to continued employment with Hexcel.



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7.3           Other Retirement Plans.  Nothing in this Agreement shall affect any
right the Employee may otherwise have to participate in or under any retirement
plan of Hexcel or other entity.


8.             NOTICES.  Any notice required or permitted to be given
under this Agreement shall be sufficient if in writing and sent by prepaid
certified or registered mail to his last known residence in the case of
Employee, or its principal office in the case of Hexcel.


9.             TRANSFER OF INTEREST.  Except as otherwise expressly provided
herein, Employee agrees, on behalf of his heirs, legatees, personal
representatives and designated beneficiaries, that this Agreement and the
rights, interests and benefits hereunder shall not be sold, assigned, conveyed,
hypothecated, or otherwise transferred, and no such interest shall be subject
to any liabilities or obligations of any bankruptcy proceedings, claims or
creditors, attachment, garnishment, execution, levy or other legal process
against any such person or his property; provided, however, that if Employee is
indebted to Hexcel for any reason whatsoever at the time of any distribution or
distributions, Hexcel shall have the right to apply so much of such
distribution as may be necessary to satisfy Employee’s indebtedness to Hexcel.


10.           MISCELLANEOUS. This Agreement
replaces any former agreements between Employee and Hexcel relating to
executive deferred compensations and consulting.  All payments received pursuant to this
Agreement shall be subject to applicable payroll taxes and taxes
withholding.  This agreement shall inure
to the benefit 



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of and be binding
upon the successors and assigns of Hexcel and the heirs, legatees, personal
representatives and designated beneficiaries of Employee.


Notwithstanding
anything to the contrary contained in this Agreement, if any provisions hereof,
or the application thereof to any circumstance, is held invalid for any reason
whatsoever, such invalid provision shall be severable and shall not affect any
other provision hereof or the application thereof to any other circumstances
which can be given effect without such invalid provisions or application.  This Agreement is entered into in
contemplation of and shall be interpreted and enforced in accordance with
California law applicable to contracts made and to be performed within the
State of California.  For convenience,
references to the Employee herein are masculine, but shall be deemed to include
the feminine gender if Employee is female. 
Paragraph and section headings have been inserted for convenience only,
and in no way shall be used to interpret or otherwise affect the terms of this
Agreement.


TO
EVIDENCE THEIR AGREEMENT to the foregoing, the parties have executed this
Agreement the day and year first above written.


	
   

  	
   

  	
   

  	
  HEXCEL CORPORATION

  
	
   

  	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Wayne C.
  Pensky

  	
   

  	
   

  	
  By

  	
  /s/ Rodney P. Jenks, Jr.

  
	
  Employee’s
  Signature

  	
   

  	
   

  	
   

  	
  Vice President,

  
	
   

  	
   

  	
   

  	
   

  	
  General Counsel
  &

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 



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AMENDMENT TO


EXECUTIVE DEFERRED
COMPENSATION AND CONSULTING AGREEMENT


This
Agreement is entered into as of June 7, 1995, between HEXCEL CORPORATION (“Hexcel”)
and Wayne C. Pensky (“Employee”).


WHEREAS,
Employee and Hexcel have entered into an Executive Deferred Compensation and
Consulting Agreement dated June 7, 1995; and


WHEREAS
Employee and Hexcel wish to amend said Agreement relating to Change in Control;
excluding the CIBA Composites Transaction;


NOW
THEREFORE, it is agreed to amend Section 5.2 “Change in Control” as follows:


5.2             Change in Control.  If there is a change in control of Hexcel and
Employee becomes entitled to receive payments hereunder, Employee shall be
entitled to receive, at a minimum, the amounts payable to him as of December
31, 1981, under the terms of such prior agreement, which amounts are set forth
in Exhibit “C”.


For
purposes of this Section 5.2, a “change in control of Hexcel” shall mean a
change in control of a nature that would be required to be reported in response
to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934 (“Exchange Act”); provided that, without limitation, such
a change in control shall be deemed to have occurred if (i) any “person” (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the beneficial owner, directly or indirectly, of securities of Hexcel
representing thirty percent (30%) or more of the combined voting power of the
Company’s then outstanding securities; or (ii) during any 













 


period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of Hexcel cease for any reason to constitute at least a
majority thereof unless the election of each director, who was not a director
at the beginning of the period, was approved by a vote of at least two-thirds
of the directors then still in office who are directors at the beginning of the
period.


HEXCEL
CORPORATION


	
  /s/ Wayne C. Pensky

  	
   

  
	
  Employee’s
  Signature

  	
   

  



 



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