Exhibit 10.10


 


EMPLOYEE OPTION AGREEMENT


under the


Hexcel Corporation 2003 Incentive Stock Plan


 


EMPLOYEE
OPTION AGREEMENT, dated as of the Grant Date, by and between the Optionee and
Hexcel Corporation (the “Company”).


 


W I T N E S S E T H:


 


WHEREAS,
the Company has adopted the Hexcel Corporation 2003 Incentive Stock Plan (the
“Plan”); and


 


WHEREAS,
the Compensation Committee (the “Committee”) of the Board of Directors of the
Company (the “Board”) has determined that it is desirable and in the best
interest of the Company to grant to the Optionee a stock option as an incentive
for the Optionee to advance the interests of the Company;


 


NOW,
THEREFORE, the parties agree as follows:


 


1.            
Notice of Grant; Incorporation of Plan.  A Notice of Grant is attached
hereto as Annex A and incorporated by reference herein.  Unless otherwise
provided herein, capitalized terms used herein and set forth in such Notice of
Grant shall have the meanings ascribed to them in the Notice of Grant and
capitalized terms used herein and set forth in the Plan shall have the meanings
ascribed to them in the Plan.  The Plan is incorporated by reference and
made a part of this Employee Option Agreement, and this Employee Option
Agreement shall be subject to the terms of the Plan, as the Plan may be amended
from time to time, provided that any such amendment of the Plan must be made in
accordance with Section IX of the Plan.  The Option granted herein
constitutes an Award within the meaning of the Plan.


 


2.            
Grant of Option.  Pursuant to the Plan and subject to the terms and
conditions set forth herein and therein, the Company hereby grants to the
Optionee the right and option (the “Option”) to purchase all or any part of the
Option Shares of the Company’s common stock, $.01 par value per share (the “Common
Stock”), which Option is not intended to qualify as an incentive stock option,
as defined in Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”).


 


3.            
Purchase Price.  The Purchase Price per share of the Option Shares is
the Fair Market Value per share of Common Stock as of the Grant Date.


 


4.            
Terms of Option.


 


(a)                                  Expiration
Date; Term.  Subject to Section 4(c) below, the
Option shall expire on, and shall no longer be exercisable following, the tenth
anniversary of the Grant Date. The ten-year period from the Grant Date to its
tenth anniversary shall constitute the “Term” of the Option.


 

















 


(b)                                 Vesting Period;
Exercisability.  Subject to Section 4(c) below, the
Option shall vest and become exercisable at the rate of 33-1/3% of the Option
Shares on each of the first three anniversaries of the Grant Date.


 


(c)                                  Termination of
Employment; Change in Control.


 


(i)                                     For purposes of
the grant hereunder, any transfer of employment by the Optionee among the
Company and its Subsidiaries shall not be considered a termination of
employment.  Any change in employment
that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of
the Treasury Regulations (or any successor provision) shall not be considered a
termination of employment.  Any change in
employment that does constitute a “separation from service” within the meaning
of Section 1.409A-1(h) of the Treasury Regulations (or any successor
provision) shall be considered a termination of employment.


 


If
the Optionee’s employment with the Company is terminated for Cause (as defined
in the last Section hereof), the Option, whether or not then vested, shall
be automatically terminated as of the date of such termination of employment.
If the Optionee’s employment with the Company shall terminate other than by
reason of Retirement (as defined in the last Section hereof), Disability
(as defined in the last Section hereof), death or Cause, the Option (to
the extent then vested) may be exercised at any time within ninety (90) days
after such termination (but not beyond the Term of the Option).  The
Option, to the extent not then vested, shall immediately expire upon such
termination.


 


If
the Optionee dies or becomes Disabled (A) while employed by the Company or
(B) within 90 days after the termination of his or her employment other
than for Cause or Retirement, the Option shall (I) become fully and
immediately vested and exercisable and (II) remain exercisable for one
year from the date of death or Disability (but not beyond the Term of the
Option).


 


If
the Optionee’s employment terminates by reason of Retirement, (A) the
Option shall, if not fully vested at the time of such termination, continue to
vest in accordance with Section 4(b) above, and (B) the Option
shall expire upon the earlier to occur of the five-year anniversary date of
such Retirement and the expiration of the Term. If the Optionee dies during the
five-year period immediately following the Retirement of the Optionee, the
Options shall (I) become fully and immediately vested and exercisable and (II) remain
exercisable for the remainder of the five-year period from the date of
Retirement (but not beyond the Term of the Option).


 


(ii)                                  In the event of
a Change in Control (as defined in the last Section hereof), the Option
shall immediately become fully vested and exercisable and the post-termination
periods of exercisability set forth in Section 4(c)(i) hereof shall
apply, except that the post-termination period of exercisability shall be
extended and the Option shall remain exercisable for a period of two years from
the date of such termination of employment, if, within two years after a Change
in Control, (A) the Optionee’s employment is terminated by the Company
other than by reason of Retirement, Cause, Disability or death or (B) the
Optionee terminates the Optionee’s employment for Good Reason (as defined in
the last Section hereof).


 

















 


(d)        
Forfeiture of Option on Certain Conditions.                 Optionee hereby acknowledges that the Company
has given or will give Optionee access to certain confidential, proprietary or
trade secret information, which the Company considers extremely valuable and
which provides the Company with a competitive advantage in the markets in which
the Company develops or sells its products. 
The Optionee further acknowledges that the use of such information by
Optionee other than in furtherance of Optionee’s job responsibilities with the
Company would be extremely detrimental to the Company and would cause immediate
and irreparable harm to the Company.  In
exchange for access to such confidential, proprietary or trade secret
information, Optionee hereby agrees as follows:


 


(i)                                     Notwithstanding
anything to the contrary contained in this Agreement, should the Optionee
breach the “Protective Condition” (as defined in Section (ii)), then (A) the
Option, to the extent not previously exercised, shall immediately be cancelled
upon such breach, (B) the Optionee shall immediately deliver to the Company
the number of Option Shares the Optionee received during the 180-day period
immediately prior to such breach and (C) if any Option Shares were sold
during the 180-day period immediately prior to such breach, the Optionee shall
immediately deliver to the Company all proceeds of such sales. “Option Shares”
shall mean shares of Common Stock the Optionee may receive pursuant to this
Agreement. The Option Shares and proceeds to be delivered under clauses (B) and
(C) may be reduced to reflect (x) the exercise price paid by the
Optionee in connection with such Option Shares and (y) the Optionee’s
liability for taxes payable on such Option Shares and proceeds.


 


(ii)                                  “Protective
Condition” shall mean that (A) the Optionee complies with all terms and
provisions of any obligation of confidentiality contained in a written
agreement with the Company (or a Subsidiary) signed by the Optionee, or
otherwise imposed on Optionee by applicable law, and (B) during the time
Optionee is employed by the Company (or a Subsidiary) and for a period of one
year after the Optionee’s employment with the Company (or a Subsidiary)
terminates, the Optionee does not engage, in any capacity, directly or
indirectly, including but not limited to as employee, agent, consultant,
manager, executive, owner or stockholder (except as a passive investor holding
less than a 5% equity interest in any enterprise), in any business enterprise
then engaged in competition with the business conducted by the Company anywhere
in the world; provided, however, that the Optionee may be employed by a
competitor of the Company within such one year period so long as the duties and
responsibilities of Optionee’s position with such competitor do not involve the
same or substantially similar duties and responsibilities as those performed by
the Optionee for the Company (or a Subsidiary) in a business segment of the new
employer which competes with the business segment(s) with which the
Optionee worked or had supervisory authority over while employed by the Company
(or a Subsidiary).


 


(iii)                               In the event
this clause 4(d) is unenforceable in the jurisdiction in which the
Optionee is employed on the date hereof, it nevertheless shall be enforceable
to the full extent permitted by the laws of the jurisdiction(s) in which
the Optionee engages in any activity prohibited by this clause 4(d).


 


5.
            Adjustment
Upon Changes in Capitalization.


 


(a)                                  The aggregate
number of Option Shares and the Purchase Price shall be proportionately
adjusted by the Committee for any increase or decrease in the number of 


 

















 


issued
shares of Common Stock resulting from a subdivision or consolidation of shares
or other capital adjustment, or the payment of a stock dividend or other
increase or decrease in such shares, effected without receipt of consideration
by the Company, or other change in corporate or capital structure.  The
Committee shall also make the foregoing changes and any other changes,
including changes in the classes of securities available, to the extent
reasonably necessary or desirable to preserve the intended benefits under this
Employee Option Agreement in the event of any other reorganization,
recapitalization, merger, consolidation, spin-off, extraordinary dividend or
other distribution or similar transaction involving the Company.


 


(b)                                 Any adjustment
under this Section 5 in the number of Option Shares and the Purchase Price
shall be subject to Section 12 below and shall apply to only the
unexercised portion of the Option. If fractions of a share would result from
any such adjustment, the adjustment shall be rounded down to the nearest whole
number of shares.


 


6.
            Method of
Exercising Option and Withholding.


 


(a)                                  The Option
shall be exercised by the delivery by the Optionee to the Company at its
principal office (or at such other address as may be established by the
Committee) of written notice of the number of Option Shares with respect to
which the Option is exercised, accompanied by payment in full of the aggregate
Purchase Price for such Option Shares.  Payment for such Option Shares
shall be made (i) in U.S. dollars by personal check, bank draft or money
order payable to the order of the Company, or by money transfers or direct
account debits to an account designated by the Company; (ii) through the
delivery of shares of Common Stock with a Fair Market Value equal to the total
payment due from the Optionee; (iii) pursuant to a “cashless exercise”
program if such a program is established by the Company; or (iv) by any
combination of the methods described in (i) through (iii) above.


 


(b)                                 The Company’s
obligation to deliver shares of Common Stock upon the exercise of the Option
shall be subject to the payment by the Optionee of applicable federal, state,
local and other withholding tax, if any.  The Company or a Subsidiary
shall, to the extent permitted by law, have the right to deduct from any
payment of any kind otherwise due to the Optionee any federal, state, local or
other taxes required to be withheld with respect to such payment.


 


7.
            Transfer. 
Except as provided in this Section 7, the Option is not transferable
otherwise than by will or the laws of descent and distribution, and the Option
may be exercised during the Optionee’s lifetime only by the Optionee.  Any
attempt to transfer the Option in contravention of this Section 7 is void
ab initio.  The Option shall not be subject to execution, attachment or
other process.  Notwithstanding the foregoing, the Optionee and, after the
death of the Optionee the estate or any estate beneficiary of the Optionee,
shall be permitted to transfer the Option to members of his or her immediate
family (i.e., children, grandchildren or spouse), trusts for the benefit of
such family members, and partnerships or other entities whose only partners or
other equity owners are such family members; provided, however, that no
consideration can be paid for the transfer of the Option and the transferee of
the Option must agree to be subject to all conditions applicable to the Option
prior to its transfer.


 

















 


8.                                                   No Rights in Option
Shares.  The Optionee shall have none of the rights of a stockholder
with respect to the Option Shares unless and until shares of Common Stock are
issued upon exercise of the Option.


 


9.                                                   Issuance of
Shares.  Any shares of Common Stock to
be issued to the Optionee under this Employee Option Agreement may be issued in
either certificated form, or in uncertificated form (via the Direct
Registration System or otherwise).


 


10.                                             No Right to
Employment.  Nothing contained herein shall be deemed to
confer upon the Optionee any right to remain as an employee of the Company.


 


11.                                             Section 409A


 


(a)                                  It is intended
that this Employee Option Agreement comply in all respects with the
requirements of Sections 409A(a)(2) through (4) of the Code and
applicable Treasury Regulations and other generally applicable guidance issued
thereunder (collectively, the “Applicable Regulations”), and this Employee
Option Agreement shall be interpreted for all purposes in accordance with this
intent.


 


(b)                                 Notwithstanding
any term or provision of this Employee Option Agreement (including any term or
provision of the Plan incorporated herein by reference), the parties hereto
agree that, from time to time, the Company may, without prior notice to or
consent of the Optionee, amend this Employee Option Agreement to the extent
determined by the Company, in the exercise of its discretion in good faith, to
be necessary or advisable to prevent the inclusion in the Optionee’s gross
income pursuant to the Applicable Regulations of any compensation intended to
be deferred hereunder. The Company shall notify the Optionee as soon as
reasonably practicable of any such amendment affecting the Optionee.


 


(c)                                  In the event
that the amounts payable under this Employee Option Agreement are subject to
any taxes, penalties or interest under the Applicable Regulations, the Optionee
shall be solely liable for the payment of any such taxes, penalties or
interest.


 


12.                                 Modifications;
Extensions.


 


(a)                                  Notwithstanding
any term or provision of this Employee Option Agreement (including any term or
provision of the Plan incorporated herein by reference), (i) no
Modification shall be made in respect to the Option if such Modification would
result in the Option constituting a deferral of compensation, and (ii) no
Extension shall be made in respect to the Option if such Extension would result
in the Option having an additional deferral feature from the Grant Date, in
each case within the meaning of applicable Treasury Regulations under Code
section 409A.


 


(b)                                 Subject to
subsection (d) below, a “Modification” for purposes of subsection (a) means
any change in the terms of the Option that may provide the Optionee with a
direct or indirect reduction in the Purchase Price of the Option, regardless of
whether the Optionee in fact benefits from the change in terms.


 


(c)                                  Subject to
subsection (d) below, an “Extension” for purposes of subsection (a) means
either (i) the provision to the Optionee of an additional period of 


 

















 


time
within which to exercise the Option beyond the time originally prescribed, or (ii) the
conversion or exchange of the Option for a legally binding right to
compensation in a future taxable year, or (iii) the addition of any
feature for the deferral of compensation to the terms of the Option, or (iv) any
renewal of the Option that has the effect of (i) through (iii) above.


 


(d)                                 Notwithstanding
subsections (b) and (c) above, it shall not be a Modification or an
Extension, respectively, to change the terms of an Option in any of the ways or
for any of the purposes provided in applicable Treasury Regulations or other
guidance under Section 409A of the Code as not resulting in a Modification
or Extension for purposes of that section. 
In particular, it shall not be an Extension to extend the exercise
period of the Option to a date no later than the earlier of (i) the latest
date upon which the Option could have expired by its original terms under any
circumstances or (ii) the 10th anniversary
of the Grant Date.


 


13.
          Governing
Law/Jurisdiction.  This Employee Option Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware without
reference to principles of conflict of laws.


 


14.
          Resolution of
Disputes.  Any disputes arising under or in connection with this Employee
Option Agreement shall be resolved by binding arbitration before three arbitrators
constituting an Employment Dispute Tribunal, to be held in Connecticut in
accordance with the commercial rules and procedures of the American
Arbitration Association.  Judgment upon the award rendered by the
arbitrator shall be final and subject to appeal only to the extent permitted by
law.  Each party shall bear such party’s own expenses incurred in connection
with any arbitration. Anything to the contrary notwithstanding, each party
hereto has the right to proceed with a court action for injunctive relief or
relief from violations of law not within the jurisdiction of an arbitrator.


 


15.
          Notices. 
Any notice required or permitted under this Employee Option Agreement shall be
deemed given when delivered personally, or when deposited in a United States
Post Office, postage prepaid, addressed, as appropriate, to the Optionee at the
last address specified in Optionee’s employment records, or such other address
as the Optionee may designate in writing to the Company, or to the Company,
Attention:  Corporate Secretary, or such other address as the Company may
designate in writing to the Optionee.


 


16.
          Failure To Enforce
Not a Waiver.  The failure of either party hereto to enforce at any
time any provision of this Employee Option Agreement shall in no way be
construed to be a waiver of such provision or of any other provision hereof.


 


17.
          Counterparts. 
This Employee Option Agreement may be executed in two or more counterparts,
each of which shall be an original but all of which together shall represent
one and the same agreement.


 


18.
          Miscellaneous. 
This Employee Option Agreement cannot be changed or terminated orally. 
This Employee Option Agreement and the Plan contain the entire agreement
between the parties relating to the subject matter hereof.  The section
headings herein are intended for reference only and shall not affect the
interpretation hereof.


 

















 


19.          
Definitions.  For purposes of this Employee Option Agreement:


 


(I)                                    “Affiliate” of
any Person shall mean any other Person that directly or indirectly, through one
or more intermediaries, Controls, is Controlled by, or is under common Control
with, such first Person.  The term “Control” shall have the meaning
specified in Rule 12b-2 under the Exchange Act;


 


(II)                                “Beneficial
Owner” (and variants thereof) shall have the meaning given in Rule 13d-3
promulgated under the Exchange Act and, only to the extent such meaning is more
restrictive than the meaning given in Rule 13d-3, the meaning determined
in accordance with Section 318(a) of the Code;


 


(III)                            “Cause” shall have
the meaning ascribed to such term in the Executive Severance Agreement;


 


(IV)                            “Change in
Control” shall have the meaning ascribed to such term in the Executive
Severance Agreement;


 


(V)                                “Disability” (or
becoming “Disabled”) shall have the meaning ascribed to such term in the
Executive Severance Agreement;


 


(VI)                            “Executive
Severance Agreement” shall mean the Employment Agreement, Employment and
Severance Agreement, or Executive Severance Agreement, as applicable, between
the Company and the Optionee, as amended from time to time;


 


(VII)                        “Good Reason” shall
have the meaning ascribed to such term in the Executive Severance Agreement;


 


(VIII)     
“Person” shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) of the
Exchange Act, and, only to the extent such meaning is more restrictive than the
meaning given in Section 3(a)(9) of the Exchange Act (as modified as
above), the meaning determined in accordance with Sections
1.409A-3(i)(5)(v)(B), (vi)(D) or (vii)(C) of the Treasury Regulations
(or any successor provisions), as applicable; and


 


(IX)   
“Retirement” shall mean termination of the Optionee’s employment, other than by
reason of death or Cause, either (A) at or after age 65 or (B) at or
after age 55 after five (5) years of employment by the Company (or a
Subsidiary thereof).


 

















 


Annex A


 


NOTICE OF GRANT


EMPLOYEE STOCK OPTION


HEXCEL CORPORATION 2003
INCENTIVE STOCK PLAN


 


The
following employee of Hexcel Corporation, a Delaware corporation or a
Subsidiary, has been granted an option to purchase shares of the Common Stock
of Hexcel, $.01 par value, in accordance with the terms of this Notice of Grant
and the Employee Option Agreement to which this Notice of Grant is attached.


 


The
following is a summary of the principal terms of the option which has been
granted.  The terms below shall have the
meanings ascribed to them below when used in the Employee Option Agreement.


 


	
  Optionee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address
  of Optionee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Foreign
  Sub Plan, if applicable

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant
  Date

  	
   

  	
  February 1,
  2010

  
	
   

  	
   

  	
   

  
	
  Purchase
  Price

  	
   

  	
  $10.90

  
	
   

  	
   

  	
   

  
	
  Aggregate
  Number of Shares Granted (the “Option Shares”)

  	
   

  	
   

  



 


IN WITNESS WHEREOF, the parties hereby agree
to the terms of this Notice of Grant and the Employee Option Agreement to which
this Notice of Grant is attached and execute this Notice of Grant and Employee
Option Agreement as of the Grant Date.


 


	
   

  	
   

  	
  HEXCEL
  CORPORATION

  
	
  Optionee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Ira
  J. Krakower

  
	
   

  	
   

  	
  Sr.
  Vice President