Exhibit 10.4(d)


 


HEXCEL CORPORATION


2003 INCENTIVE STOCK PLAN


As Amended and Restated May 7, 2009


 


I.  Purpose


 


The Hexcel Corporation 2003 Incentive Stock Plan was approved by the
stockholders of the Corporation on May 19, 2005 and was amended and
restated on December 31, 2008 to conform to Section 409A of the
Internal Revenue Code of 1986 (as amended the “Code”) (the “Existing Plan”).
The Existing Plan was further amended and restated upon approval by the
stockholders on May 7, 2009 (and as further amended, the “Plan”).


 


The
Plan is intended to attract, retain and provide incentives to Employees,
officers, Directors and consultants of the Corporation, and to thereby increase
overall stockholders’ value.  The Plan
generally provides for the granting of stock, stock options, stock appreciation
rights, restricted shares, other stock-based awards or any combination of the
foregoing to the eligible participants.


 


II.  Definitions


 


(a)                                  “Award” includes, without limitation,
stock options (including incentive stock options within the meaning of Section 422(b) of
the Internal Revenue Code) with or without stock appreciation rights, dividend
equivalent rights, stock awards, restricted share awards or other awards that
are valued in whole or in part by reference to, or are otherwise based on, the
Common Stock, all on a stand-alone, combination or tandem basis, as described
in or granted under the Plan.


 


(b)                                 “Award Agreement” means a written
agreement setting forth the terms and conditions of each Award made under the
Plan.


 


(c)                                  “Board” means the Board of Directors of
the Corporation.


 


(d)                                 “Committee” means the Compensation
Committee of the Board (or any duly authorized subcommittee thereof) or such
other committee of the Board as may be designated by the Board from time to
time to administer the Plan.


 


(e)                                  “Common Stock” means the $.01 par value
common stock of the Corporation.


 


(f)                                    “Corporation” means Hexcel Corporation, a
Delaware corporation.


 


(g)                                 “Director” means a member of the Board.


 


(h)                                 “Employee” means an employee of the
Corporation or a Subsidiary.


 

















 


(i)                                     “Exchange Act”
shall mean the Securities and Exchange Act of 1934, as amended.


 


(j)                                     “Fair Market Value” means the closing
price for the Common Stock as reported in publications of general circulation
from the New York Stock Exchange Consolidated Transactions Tape on such date,
or, if there were no sales on the valuation date, on the next preceding date on
which such closing price was recorded; provided, however, that the Committee
may specify some other definition of Fair Market Value in good faith with
respect to any particular Award; provided further, however, that any such other
definition specified by the Committee shall, with respect to any Award of Stock
Options (other than Incentive Stock Options) and Stock Appreciation Rights,
result in a Fair Market Value for the Common Stock that would not be less than
the fair market value determined in accordance with Section 1.409A-1(b)(5)(iv) of
the Treasury Regulations (or any successor provision), unless the Committee
specifically provides otherwise.


 


(k)                                  “Grant Date”
shall mean (i) with respect to any Award other than a Stock Option or
Stock Appreciation Right, the date on which the Authorizing Authority grants
the Award or provides that the grant of the Award shall be effective and (ii) with
respect to a Stock Option or Stock Appreciation Right, the date on which the
Authorizing Authority completes the corporate action necessary to create a
legally binding right constituting the Stock Option or Stock Appreciation Right,
or such future date on which the grant is to be effective as provided by the
Authorizing Authority at the time of the corporate action.  For purposes of this definition, “Authorizing
Authority” means the Board, the Committee, or any other committee or any person
that has been duly authorized by the Board or the Committee to authorize and
approve the Award.


 


(l)                                     “Effective Date”
means the date on which stockholders approve the Plan


 


(m)                               “Participant” means an Employee, officer,
Director or consultant who has been granted an Award under the Plan.


 


(n)                                 “Performance-Based
Award” shall have the meaning ascribed to such term in the last paragraph of Section VI(i).


 


(o)                                 “Performance
Goals” shall mean objective measures of performance based on one or more criteria
established by the Committee.  Such
criteria may relate to the performance of the Corporation, a Subsidiary, any
subsection of the Corporation’s business or any combination thereof and may be
expressed as an amount or as an increase or decrease over a specified period or
a relative comparison of performance to the performance of a peer group of
entities or other external measure of the selected performance criteria, and
shall be based on one or more of the following: earnings, cash flow, customer
satisfaction, safety, revenues, financial return ratios, market performance,
productivity, costs, shareholder return and/or value, operating profits
(including earnings before any or all of interest, taxes, depreciation and
amortization), net profits, earnings per share, profit returns or margins,
stock price and working capital (or elements thereof).


 


The Committee shall have the authority to make appropriate adjustments
in Performance Goals to reflect the impact of unusual, non-recurring or
extraordinary income or expense not reflected in such goals at the time they
are set.  For purposes of the Plan,
unusual, non recurring or extraordinary income or expense shall be defined as (1) any
profit or loss


 


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attributable to acquisitions or dispositions of stock or assets, (2) any
changes in accounting standards or treatments that may be required or permitted
by the Financial Accounting Standards Board, PCAOB or adopted by the
Corporation or its subsidiaries after the goal is established, (3) all
items of gain, loss or expense for the year related to restructuring charges
for the Corporation or its subsidiaries, (4) all items of gain, loss or
expense for the year determined to be extraordinary or unusual in nature or infrequent
in occurrence or related to the disposal of a segment of a business, (5) all
items of gain, loss or expense for the year related to discontinued operations
that do not qualify as a segment of a business as defined in APB Opinion No. 30
(or successor literature), (6) the refinancing or repurchase of bank loans
or debt securities, (7) the impact of capital expenditures, (8) the
impact of the issuance or repurchase of equity securities and other changes in
the number of outstanding shares, (9) charges related to the conversion of
some or all of convertible securities to common stock; and (10) such other
items as may be prescribed by Section 162(m) of the Internal Revenue
Code and the treasury regulations thereunder as may be in effect from time to
time, and any amendments, revisions or successor provisions and any changes
thereto.


 


(p)                                 “Qualified
Award” shall mean an Award to a Covered Employee (as defined in Section 162(m) of
the Internal Revenue Code) which is intended to qualify as performance-based
compensation under Section 162(m) of the Internal Revenue Code.


 


(q)                                 “Subsidiary”
shall mean (i) with respect to any award other than a Stock Option or
Stock Appreciation Right, any corporation, partnership, limited liability
company or other business entity of which 50% or more of the equity interests
is owned or controlled, directly or indirectly, by the Corporation; (ii) with
respect to an Incentive Stock Option, any “subsidiary corporation” with respect
to the Corporation within the meaning of Section 424(f) of the Code;
and (iii) with respect to a Stock Option other than an Incentive Stock
Option or with respect to a Stock Appreciation Right, any corporation or other
entity in a chain of corporations or other entities in which each corporation
or other entity has a controlling interest of at least 50% in another
corporation or other entity in the chain, beginning with the corporation or
other entity in which the Corporation has a controlling interest of at least
50%.  For this purpose, “controlling interest”
shall have the meaning given in Section 1.409A-1(b)(5)(E)(1) of the
Treasury Regulations (or any successor provision).


 


III.  Eligibility


 


Any Employee, officer, Director or consultant of the Corporation or a
Subsidiary selected by the Committee is eligible to receive an Award pursuant
to Section VI hereof.


 


IV.  Plan
Administration


 


(a)                                  Except as otherwise determined by the
Board, the Plan shall be administered by the Committee.  The Board, or the Committee to the extent
determined by the Board, shall periodically make determinations with respect to
the participation of Employees, officers, Directors and consultants in the Plan
and, except as otherwise required by law or the Plan, the grant terms of
Awards, including vesting schedules, price, restriction or option period,
dividend rights, post-retirement and termination rights, payment alternatives
such as cash, stock, contingent awards or other means of payment consistent
with the purposes of the Plan, objectives and the attainment thereof with respect
to Performance-Based Awards, and such other terms and conditions as the Board
or the Committee deems appropriate which shall be contained in an Award
Agreement with respect to a Participant. 
Any Committee (including any


 


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subcommittee)
taking any such action with respect to any officer or director (as such terms
are used in Rule 16b-3(a) under the Exchange Act) shall be composed
of two or more persons, each of whom is a “Non-Employee Director” within the
meaning of Rule 16b-3(b)(3)(i) of the Exchange Act. Any Committee
(including any subcommittee) taking any such action with respect to one or more
Qualified Awards shall be composed of two or more persons, each of whom shall
be an “outside director” within the meaning of Section 162(m) of the
Internal Revenue Code.


 


(b)                                 The Committee
shall have authority to interpret and construe the provisions of the Plan and
any Award Agreement and make determinations pursuant to any Plan provision or
Award Agreement which shall be final and binding on all persons.  No member of the Committee shall be liable
for any action or determination made in good faith, and the members shall be
entitled to indemnification and reimbursement in the manner provided in the
Corporation’s Certificate of Incorporation, as it may be amended from time to
time.


 


(c)                                  The Committee
shall have the authority at the time of the grant of any Award to provide for
the conditions and circumstances under which such Award shall be forfeited.
Awards that vest on the lapse of time shall vest over a period of at least
three years, and the performance period for Performance-Based Awards shall be
at least one year, but the Committee may make exceptions for death, disability,
new hires, promotions, retirement, change in control, and other special
circumstances. The Committee shall have the authority to accelerate the vesting
of any Award and the time at which any Award becomes exercisable. The Committee
shall have the authority to cancel an Award (with the consent of the
Participant holding such Award) on such terms and conditions as the Committee
shall determine, except any repricing of a Stock Option or cash tender by the
Corporation for a Stock Option shall require the approval of the stockholders.


 


V.  Capital Stock Subject to the Provisions of the Plan


 


(a)                                  The capital
stock subject to the provisions of the Plan shall be shares of authorized but
unissued Common Stock and shares of Common Stock held as treasury stock.  Subject to adjustment in accordance with the
provisions of Section XI, and subject to Section V(c) below, the
maximum number of shares of Common Stock that shall be available for grants of
Awards under the Plan shall be 9,680,669 which, as of the Effective Date,
included (i) 5,546,198 shares of Common Stock subject to outstanding
grants of Awards under the Plan, and (ii) 4,134,471 shares of Common Stock
available for future grants of Awards under the Plan.


 


(b)                                 The grant of a
restricted share Award shall be deemed to be equal to the maximum number of
shares which may be issued under the Award. 
Awards payable only in cash will not reduce the number of shares
available for Awards granted under the Plan.


 


(c)                                  There shall be
carried forward and be available for Awards under the Plan, in addition to shares
available for grant under paragraph (a) of this Section V, shares
represented by Awards which are cancelled, forfeited, surrendered, terminated,
paid in cash or expire unexercised, and the excess amount of Performance-Based
Awards which become fixed at less than their maximum limitations. The following
shares shall not be available for Awards: shares tendered in payment of the exercise price for an option, shares
withheld by the Corporation to satisfy a participant’s tax withholding
obligation, and shares repurchased by the Corporation using the proceeds from
the exercise of Stock Options.


 


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VI.  Awards Under The Plan


 


The Board or Committee may grant Awards, including but not limited to
the following types of Awards, each of which may be granted under the Plan on a
stand-alone, combination or tandem basis:


 


(a)                                  Stock Option.  A
right to buy a specified number of shares of Common Stock at a fixed exercise
price during a specified time, all as the Committee may determine; provided,
however, that no Stock Option shall have an exercise price per share less than
100% of the Fair Market Value per share of the Common Stock on the Grant Date
of the Option. The term of a Stock Option shall not exceed ten years from
grant.


 


(b)                                 Incentive Stock Option. 
An Award which may be granted only to Employees in the form of a stock
option which shall comply with the requirements of Internal Revenue Code Section 422
or any successor section as it may be amended from time to time. The exercise
price of any incentive stock option shall not be less than 100% of the Fair
Market Value of the Common Stock on the date of grant of the incentive stock
option Award.  Subject to adjustment in
accordance with the provisions of Section XI, the aggregate number of
shares which may be subject to incentive stock option Awards under the Plan
shall not exceed the maximum number of shares provided in paragraph (a) of
Section V above.  To the extent that
the aggregate Fair Market Value of Common Stock with respect to which options
intended to be incentive stock options are exercisable for the first time by
any individual during any calendar year exceeds $100,000, such options shall be
treated as options which are not incentive stock options. The term of an
Incentive Stock Option shall not exceed ten years from grant.


 


(c)                                  Stock Option in lieu of
Compensation Election.  A right given with respect to
a year to a Director, officer or key Employee to elect to exchange annual
retainers, fees or compensation for stock options.


 


(d)                                 Stock Appreciation Right. 
A right which may or may not be contained in the grant of a stock option
or incentive stock option to receive the excess of the Fair Market Value of a
share of Common Stock on the date the option is surrendered over the option
exercise price or other specified amount contained in the Award Agreement. Such
right may be payable in cash, Common Stock, or any combination thereof.  Unless the Committee otherwise provides, (i) no
Stock Appreciation Right shall entitle the holder to an amount in excess of the
Fair Market Value per share of Common Stock on the date the right is exercised
over the Fair Market Value per share of Common Stock on the Grant Date of the
Stock Appreciation Right and (ii)  any Stock Appreciation Right granted in
tandem with a Stock Option or that otherwise entitles the holder of the Stock
Appreciation Right to the excess of the Fair Market Value of a share of Common
Stock purchasable under a Stock Option on the date the Stock Option is surrendered
over the exercise price of the Stock Option must be granted on the same Grant
Date as the related Stock Option. The term of a Stock Appreciation Right shall
not exceed ten years from grant.


 


(e)                                  Restricted Shares. 
A transfer of Common Stock to a Participant subject to forfeiture until
such restrictions, terms and conditions as the Committee may determine are
fulfilled.


 


(f)                                    Dividend
or Equivalent.  A right to
receive dividends or their equivalent in value in Common Stock, cash or in a
combination of both with respect to any Award; provided, however,


 


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that
dividends or their equivalent may only be paid to a Participant on the
shares of Common Stock that have vested pursuant to the Award (but no dividend
equivalent shall be granted with respect to any Stock Option or Stock
Appreciation Right). The Participant shall receive a dividend
payment or equivalent equal to the amount the Participant would have received
had the Participant been a holder of such vested shares of Common Stock on the
dividend record date.


 


(g)                                 Stock
Award.  An unrestricted transfer of
ownership of Common Stock.


 


(h)                                 Other
Stock-Based Awards.  Other
Common Stock-based Awards which are related to or serve a similar function to
those Awards set forth in this Section VI.


 


(i)                                     Performance-Based
Award.  A Performance-Based Award is
any Award of the type listed in subsections VI(a) through VI(h) above
that is based, in whole or in part, upon the attainment of one or more
objectives. The Committee shall establish with respect to each
Performance-Based Award the applicable objectives.  The objectives established by the Committee
may be (but need not be) different each time the Committee grants one or more
Performance-Based Awards and different objectives may be applicable to
different Participants. An objective shall not be deemed to have been attained
until the Committee certifies as to its attainment.  To the extent that a Performance-Based Award
is intended to be a Qualified Award, the objectives must be based on one or
more Performance Goals, and the attainment of such Performance Goals shall be
objectively determinable.


 


No
more than 50% of the shares available for grant under the Plan shall be granted
with respect to Awards other than Stock Options or Stock Appreciation
Rights.  For purposes of this limitation
only, with respect to a Performance-Based Award, the number of shares deemed to
be granted shall be that number of shares that will ultimately be issued if the
target level of the applicable performance measure is achieved.


 


VII.  Award
Agreements


 


Each Award under the Plan shall be evidenced by an Award Agreement
setting forth the terms and conditions of the Award and executed by the
Corporation and Participant.


 


VIII.  Other
Terms and Conditions


 


(a)                                  Assignability. 
Unless provided to the contrary in any Award, no Award shall be
assignable or transferable except by will, by the laws of descent and
distribution and during the lifetime of a Participant, the Award shall be
exercisable only by such Participant.  No
Award granted under the Plan shall be subject to execution, attachment or
process.


 


(b)                                 Termination of Employment or
Other Relationship.  The Committee shall determine the disposition
of the grant of each Award in the event of the retirement, disability, death or
other termination of a Participant’s employment or other relationship with the
Corporation or a Subsidiary.


 


(c)                                  Rights as a Stockholder.  A
Participant shall have no rights as a stockholder with respect to shares covered
by an Award until the date the Participant is the holder of record.  .


 


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(d)                                 No Obligation to Exercise. 
The grant of an Award shall impose no obligation upon the Participant to
exercise the Award.


 


(e)                                  Payments by Participants. 
The Committee may determine that Awards for which a payment is due from
a Participant may be payable:  (i) in
U.S. dollars by personal check, bank draft or money order payable to the order
of the Corporation, by money transfers or direct account debits; (ii) through
the delivery or deemed delivery based on attestation to the ownership of shares
of Common Stock with a Fair Market Value equal to the total payment due from
the Participant; (iii) pursuant to a “cashless exercise” program if
established by the Corporation; (iv) by a combination of the methods
described in (i) through (iii) above; or (v) by such other
methods as the Committee may deem appropriate.


 


(f)                                    Withholding. 
Except as otherwise provided by the Committee, (i) the deduction of
withholding and any other taxes required by law will be made from all amounts
paid in cash and (ii) in the case of payments of Awards in shares of
Common Stock, the Participant shall be required to pay the amount of any taxes
required to be withheld prior to receipt of such stock, or alternatively, a
number of shares the Fair Market Value of which equals the amount required to
be withheld may be deducted from the payment.


 


(g)                                 Maximum Awards. 
The maximum number of shares of Common Stock with respect to which
options and stock appreciation rights may be granted in any single calendar
year to any single Participant under the Plan is equal to the maximum number of
shares provided for in paragraph (a) of Section V.


 


IX.  Termination,
Modification and Amendments


 


(a)                                  The Committee may at any time terminate
the Plan or from time to time make such modifications or amendments of the Plan
as it may deem advisable; provided, however, that no amendments to the Plan
which require stockholder approval under applicable law, rule or
regulation shall become effective unless the same shall be approved by the
requisite vote of the Corporation’s stockholders.


 


(b)                                 No termination, modification or amendment
of the Plan may adversely affect the rights conferred by an Award without the
consent of the recipient thereof.


 


X.  Recapitalization


 


The aggregate number of
shares of Common Stock as to which Awards may be granted to Participants, the
number of shares thereof covered by each outstanding Award, and the per share price
thereof set forth in each outstanding Award, shall all be proportionately
adjusted 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 Corporation, or
other change in corporate or capital structure; provided, however, that any
fractional shares resulting from any such adjustment shall be eliminated.  The Committee shall also make the foregoing
changes and any other changes, including changes in the classes of securities
or other consideration available, to the extent it is deemed necessary or
desirable to preserve the intended benefits of the Plan for the Corporation and
the Participants in the event of any other reorganization, recapitalization,
merger, consolidation, spin-off, extraordinary dividend or other distribution
or similar transaction.


 


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XI.  No
Right to Employment


 


No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to
be retained in the employ of, or in any other relationship with, the
Corporation or a Subsidiary. Further, the Corporation and each Subsidiary
expressly reserve the right at any time to dismiss a Participant free from any
liability, or any claim under the Plan, except as provided herein or in any
Award Agreement issued hereunder or in any other agreement applicable between a
Participant and the Corporation or a Subsidiary.


 


XII.  Governing
Law


 


To the extent that federal laws do not otherwise control, the Plan
shall be construed in accordance with and governed by the laws of the State of
Delaware.


 


XIII.  Savings
Clause


 


The Plan is intended to comply in all aspects with applicable laws and
regulations.  In case any one or more of
the provisions of the Plan shall be held invalid, illegal or unenforceable in
any respect under applicable law and regulation, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and the invalid, illegal or unenforceable provision shall be
deemed null and void; however, to the extent permissible by law, any provision
which could be deemed null and void shall first be construed, interpreted or
revised retroactively to permit the Plan to be construed in compliance with all
applicable laws so as to foster the intent of the Plan.


 


XIV.  Effective
Date and Term


 


The
Plan shall be effective on the Effective Date. All Awards granted under the
Existing Plan shall remain outstanding pursuant to the terms thereof.


 


The
Plan shall terminate on the tenth anniversary of the Effective Date.  No Awards shall be granted after the
termination of the Plan but all Awards outstanding under the Plan shall remain
outstanding pursuant to the terms thereof.


 


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