Exhibit 10.22


 


RESTRICTED STOCK UNIT AGREEMENT


under the


Hexcel Corporation 2003 Incentive Stock Plan


 


This
Restricted Stock Unit Agreement (the “Agreement”), is entered into as of the
Grant Date, by and between Hexcel Corporation, a Delaware corporation (the “Company”),
and the Grantee.


 


The
Company maintains the Hexcel Corporation 2003 Incentive Stock Plan (the “Plan”).  The Compensation Committee (the “Committee”)
of the Board of Directors of the Company (the “Board”) has determined that the
Grantee shall be granted Restricted Stock Units (“RSUs”) upon the terms and
subject to the conditions hereinafter contained.  Capitalized terms used
but not defined herein shall have the meanings assigned to them in the Plan.


 


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 in this Agreement and set forth in the
Notice of Grant shall have the meanings ascribed to them in the Notice of Grant
and capitalized terms used in this Agreement 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 Agreement, and this 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 RSUs granted herein constitute an Award within the meaning of
the Plan.


 


2.        
Terms of Restricted Stock Units.  The grant of RSUs provided in Section 1
hereof shall be subject to the following terms, conditions and restrictions:


 


(a)      
The Grantee shall not possess any incidents of ownership (including, without
limitation, dividend and voting rights) in shares of the Common Stock in
respect of the RSUs until such RSUs have vested and been distributed to the
Grantee in the form of shares of Common Stock.


 


(b)      
Except as provided in this Section 2(b), the RSUs and any interest therein
may not be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of, except by will or the laws of descent and distribution, prior to
the distribution of the Common Stock in respect of such RSUs and subject to the
conditions set forth in the Plan and this Agreement. Any attempt to transfer
RSUs in contravention of this Section is void ab initio. RSUs shall not be
subject to execution, attachment or other process. Notwithstanding the
foregoing, the Grantee shall be permitted to transfer RSUs 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 equity owners are such family members; provided, however, that no
consideration can be paid for the transfer of the RSUs and the transferee of
the RSUs musts agree to be subject to all conditions applicable to the RSUs
(including all of the terms and conditions of this Agreement) prior to
transfer.


 

















 


(c)                                  Forfeiture of
RSUs on Certain Conditions.  Grantee hereby acknowledges that the Company
has given or will give Grantee 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 Grantee further acknowledges that the use of such information by
Grantee other than in furtherance of Grantee’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, Grantee hereby agrees as follows:


 


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


 


(ii)  “Protective Condition” shall mean that (A) the Grantee
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 Grantee, or otherwise imposed on Grantee by applicable law, and (B) during
the time Grantee is employed by the Company (or a Subsidiary) and for a period of
one year after the Grantee’s employment with the Company (or a Subsidiary)
terminates, the Grantee 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 Grantee may be employed by a
competitor of the Company within such one year period so long as the duties and
responsibilities of Grantee’s position with such competitor do not involve the
same or substantially similar duties and responsibilities as those performed by
the Grantee for the Company (or a Subsidiary) in a business segment of the new
employer which competes with the business segment(s) with which the
Grantee worked or had supervisory authority over while employed by the Company
(or a Subsidiary).


 


(iii)  In the event this clause 2(c) is unenforceable in the
jurisdiction in which the Grantee 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 Grantee engages in any activity
prohibited by this clause 2(c).


 


3.                                       Vesting and
Conversion of RSUs.  Subject to Section 4, the RSUs shall
vest and be converted into an equivalent number of shares of Common Stock that
will be immediately distributed to the Grantee at the rate of 33-1/3% of the
RSUs on each of the first three anniversaries of the Grant Date.


 

















 


4.                                       Termination of
Employment; Change of Control.


 


(a)                                  For purposes of
the grant hereunder, any transfer of employment by the Grantee 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.


 


(b)                                 If the Grantee
dies or terminates employment due to Disability (as defined in the last Section hereof),
all RSUs shall immediately vest, be converted into shares of Common Stock and
be distributed to the Grantee within 30 days of the date of such termination;
provided, however, that if the Grantee is a “specified employee” within the
meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of
1986, as amended (the “Code”) as of the date of such termination, all RSUs
shall immediately vest but shall not be converted into shares of Common Stock
and distributed to the Grantee until the earlier of (i) the date which is
six months after the date of the Grantee’s termination of employment and (ii) the
date of the Grantee’s death.  If the Grantee’s employment with the Company
terminates due to the Grantee’s Retirement (as defined in the last Section hereof),
all RSUs shall continue to vest (and be converted into an equivalent number of
shares of Common Stock that will be distributed to the Grantee) in accordance
with Section 3 above. If the Grantee dies during the three year period
immediately following the Retirement of the Grantee, then all RSUs shall
immediately vest, be converted into shares of Common Stock and be distributed
to the Grantee’s personal representative within 30 days of the date of such
death.


 


(c)                                  Subject to Section 4(d),
if the Grantee’s employment terminates for any reason other than death,
Disability or Retirement, the Grantee shall forfeit all unvested RSUs.


 


(d)                                 Notwithstanding
any other provision contained herein or in the Plan, in the event of a Change
in Control (as defined in the last Section hereof) or of the termination
of this Agreement within twelve months of a complete liquidation or dissolution
of the Company that is taxed under Section 331 of the Code, all RSUs shall
immediately vest, be converted into shares of Common Stock and be distributed
to the Grantee within 30 days of the date of such event or (in the event of a
complete liquidation or dissolution of the Company) as soon as administratively
practicable thereafter.


 


5.                                       Equitable
Adjustment.  The
aggregate number of shares of Common Stock subject to the RSUs shall 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 the 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 Agreement in the event of any other


 

















 


reorganization,
recapitalization, merger, consolidation, spin-off, extraordinary dividend or
other distribution or similar transaction involving the Company.


 


6.                                       Issuance of
Shares.  Any shares of Common Stock to
be issued to the Grantee under this Restricted Stock Unit Agreement may be
issued in either certificated form, or in uncertificated form (via the Direct
Registration System or otherwise).


 


7.                                       Taxes.  The
Grantee shall pay to the Company or a Subsidiary promptly upon request any
taxes the Company reasonably determines it or a Subsidiary is required to
withhold under applicable tax laws with respect to the vesting and/or
conversion of the RSUs. Such payment shall be made as provided in Section VIII(f) of
the Plan.


 


8                                          No Guarantee of
Employment.  Nothing set forth herein or in the Plan
shall confer upon the Grantee any right of continued employment for any period
by the Company, or shall interfere in any way with the right of the Company to
terminate such employment.


 


9                                          Section 409A


 


(a)                                  It is intended
that this 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 Agreement shall be
interpreted for all purposes in accordance with this intent.


 


(b)                                 Notwithstanding
any term or provision of this 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
Grantee, amend this 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 Grantee’s gross income pursuant to the Applicable
Regulations of any compensation intended to be deferred hereunder. The Company
shall notify the Grantee as soon as reasonably practicable of any such
amendment affecting the Grantee.


 


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


 


(d)                                 Except as
otherwise specifically provided herein, the time for distribution of the RSUs
as provided in Sections 3, 4(b) and 4(c) shall not be accelerated or
delayed for any reason, unless to the extent necessary to comply with or
permitted under the Applicable Regulations.


 


10                                    Notices.  Any
notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage
prepaid, addressed, as appropriate, to the Grantee at the last address
specified in Grantee’s employment records, or such other address as the Grantee
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 Grantee.


 

















 


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


 


12                                    Governing Law.  This
Agreement shall be governed by and construed according to the laws of the State
of Delaware, without regard to the conflicts of laws provisions thereof.  Any disputes arising under or in connection
with this Agreement shall be resolved by binding arbitration before a 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.


 


13                                    Counterparts.  This
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.


 


14                                    Miscellaneous.  This
Agreement cannot be changed or terminated orally. This 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.


 


15                                    Definitions.  For
purposes of this Agreement:


 


(a)                                  “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;


 


(b)                                 “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;


 


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


 


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


 


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


 


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


 

















 


(g)                                 “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


 


(h)                                 “Retirement”
shall mean termination of the Grantee’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


RESTRICTED STOCK UNITS


HEXCEL CORPORATION 2003 INCENTIVE STOCK PLAN


 


The following employee of Hexcel Corporation, a Delaware corporation,
or a Subsidiary, has been granted restricted stock units in accordance with the
terms of this Notice of Grant and the Agreement to which this Notice of Grant
is attached.


 


The terms below shall have the meanings ascribed to them below when
used in the Agreement.


 


	
  Grantee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address
  of Grantee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Foreign
  Sub Plan, if applicable

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant
  Date

  	
   

  	
  February 1,
  2010

  
	
   

  	
   

  	
   

  
	
  Aggregate
  Number of RSUs Granted

  	
   

  	
   

  



 


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


 


	
   

  	
   

  	
  HEXCEL
  CORPORATION

  
	
  Grantee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Ira
  J. Krakower

  
	
   

  	
   

  	
  Senior
  Vice President