Exhibit 10.29


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.


Pursuant to 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.


(i)    Notwithstanding
anything to the contrary contained in this Agreement, should the Grantee while
an employee or after termination of employment fail to comply with the “Protective
Condition” (as defined in Section 2(c)(ii)), then the RSUs, to the extent not
already converted into shares of Common Stock distributed to the Grantee, shall
immediately expire upon the Grantee’s failure to meet such condition.


(ii)   “Protective
Condition” shall mean that the Grantee (A) complies with all terms and
provisions of any obligation of confidentiality to the Company contained in a
written agreement signed by the Grantee, and (B) 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 entity engaged in competition with the business conducted by the
Company on the date of the Grantee’s termination of employment with the Company
anywhere in the world (except that the Grantee may be employed by a competitor
of the Company so long as the Grantee’s duties and responsibilities do not
relate directly or indirectly to the business segment of the new employer which
is competitive with the business conducted by the Company).


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.  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.  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.


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


(c)       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), all RSUs shall immediately vest, be
converted into shares of Common Stock and be distributed to the Grantee.


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 



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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.         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.


7.         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.


8.         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 Internal Revenue Code of 1986, as amended, 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.


9.         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.


10.       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.


11.       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.



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12.       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.


13.       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.


14.       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;


(c)       “Cause” shall mean (i) the willful and
continued failure by the Grantee to substantially perform the Grantee’s duties
with the Company (other than any such failure resulting from the Grantee’s
incapacity due to physical or mental illness) after a written demand for
substantial performance is delivered to the Grantee by the Company, which
demand specifically identifies the manner in which the Company believes that
the Grantee has not substantially performed the Grantee’s duties, or (ii) the
willful engaging by the Grantee in conduct which is demonstrably and materially
injurious to the Company or its subsidiaries, monetarily or otherwise. For
purposes of clauses (i) and (ii) of this definition, no act, or failure to act,
on the Grantee’s part shall be deemed “willful” unless done, or omitted to be
done, by the Grantee not in good faith and without the reasonable belief that
the Grantee’s act, or failure to act, was in the best interest of the Company;


(d)                     “Change
in Control” shall mean any of the following events:


(i)       any Person is or becomes the Beneficial
Owner, directly or indirectly, of 40% or more of either (A) the then
outstanding Common Stock of the Company (the “Outstanding Common Stock”) or (B)
the combined voting power of the then outstanding securities entitled to vote
generally in the election of directors of the Company (the “Total Voting Power”);
excluding, however, the following: (I) any acquisition by the Company or any of
its Controlled Affiliates, (II) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any of its
Controlled Affiliates and (III) any Person who becomes such a Beneficial Owner
in connection with a transaction described in the exclusion within paragraph
(iii) below; or


(ii)      a change in the composition of the Board
such that the individuals who, as of the effective date of this Agreement,
constitute the Board (such individuals shall be hereinafter referred to as the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the
Board; provided, however, for purposes of this definition, that
any individual who becomes a director subsequent to such effective date, whose
election, or nomination for election by the Company’s stockholders, was made or
approved by a vote of at least a majority of the 



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Incumbent Directors (or
directors whose election or nomination for election was previously so approved)
shall be considered a member of the Incumbent Board; but, provided, further,
that any such individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest (as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on behalf of a
person or legal entity other than the Board shall not be considered a member of
the Incumbent Board; or


(iii)     there is consummated a merger or
consolidation of the Company or any direct or indirect Subsidiary of the
Company or a sale or other disposition of all or substantially all of the
assets of the Company (“Corporate Transaction”); excluding, however, such a
Corporate Transaction (A) pursuant to which all or substantially all of the
individuals and entities who are the Beneficial Owners, respectively, of the
Outstanding Common Stock and Total Voting Power immediately prior to such
Corporate Transaction will Beneficially Own, directly or indirectly, more than
50%, respectively, of the outstanding common stock and the combined voting
power of the  then outstanding common
stock and the combined voting power of the then outstanding securities entitled
to vote generally in the election of directors of the company resulting from
such Corporate Transaction (including, without limitation, a company which as a
result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership immediately prior to such
Corporate Transaction of the Outstanding Common Stock and Total Voting Power,
as the case may be, and (B) immediately following which the individuals who
comprise the Board immediately prior thereto constitute at least a majority of
the board of directors of the company resulting from such Corporate Transaction
(including, without limitation, a company which as a result of such transaction
owns the Company or all or substantially all of the Company’s assets either
directly or through one or more subsidiaries); or


(iv)     the approval by the stockholders of the
Company of a complete liquidation or dissolution of the Company;


(e)       “Disability” shall mean that, as a result
of the Grantee’s incapacity due to physical or mental illness or injury, the
Grantee shall not have performed all or substantially all of the Grantee’s
usual duties as an employee of the Company for a period of more than
one-hundred-fifty (150) days in any period of one-hundred-eighty (180)
consecutive days;


(f)        “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


(g)       “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).


 



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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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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