Exhibit 10.1

2021 Director Annual Grant Form

(No deferral)


 


RESTRICTED STOCK UNIT AGREEMENT


for


Non-Employee Directors


 


RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”),
dated as of the Grant Date, by and between the Grantee identified on Annex A hereto and Hexcel Corporation (the “Company”).


 


W I T N E
S S E T H:


 


WHEREAS, the Company has adopted the Hexcel
Corporation 2013 Incentive Stock Plan (the “Plan”); and


 


WHEREAS, the Board of Directors of the Company
(the “Board”) has determined that it is desirable and in the best interests of the Company to grant to the Grantee restricted
stock units (“RSUs”) as an incentive for the Grantee to advance the interests of the Company.


 


NOW, THEREFORE, the parties agree as follows:


 


1.    Notice of Grant; Incorporation
of Plan. Pursuant to the Plan and subject to the terms and conditions set forth herein and therein, the Company hereby grants
to the Grantee the number of RSUs indicated on the Notice of Grant attached hereto as Annex A, which Notice of Grant is 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 Agreement, and this Agreement
shall be subject to the terms of the Plan, as the Plan may be amended from time to time, and in the event of any conflict between
the terms of the Plan and this Agreement, the terms of the Plan govern. The RSUs granted herein constitute an Award within the
meaning of the Plan. By accepting the Agreement, the Grantee agrees to be bound by the terms of the Plan and this Agreement and
further agrees that all the decisions and determinations of the Board shall be final and binding.


 


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)    No Ownership.
Each RSU shall convert into one share of the Company’s common stock, $.01 par value per share (the “Common Stock”).
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)    Dividend Equivalents.
Should any dividends be declared and paid with respect to the shares of Common Stock during the period the RSUs are outstanding
(i.e., shares of Common Stock issuable under the RSUs are not issued and outstanding for purposes of entitlement to the
dividend), the Company shall credit to a dividend equivalent bookkeeping account (the “Dividend Equivalent Account”)
the value of the dividends that would have been paid if the outstanding RSUs at the time of the declaration of the dividend were
outstanding shares of Common Stock. At the same time that the corresponding RSUs are converted to shares of Common Stock and distributed
to the Grantee as set forth in the earliest of Section 2(d), (e) or (f) below, the Company shall pay to the Grantee a lump sum
cash payment equal to the value of the dividends credited to the Grantee’s Dividend Equivalent Account that correspond to
such RSUs; provided, however, that any dividends that were credited to the Grantee’s Dividend Equivalent Account that are
attributable to RSUs that have been forfeited as provided in this Agreement shall be forfeited and not payable to the Grantee.
No interest shall accrue on any dividend equivalents credited to the Grantee’s Dividend Equivalent Account.


 


(c)    Transfer of RSUs.
The RSUs may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of
descent and distribution. 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.


 


(d)    Vesting and Conversion
of RSUs. Subject to Sections 2(e) and 2(f), the RSUs shall vest daily in proportion to the time elapsed between the Grant Date
and the first anniversary of the Grant Date (the “Specified Date”), and shall be converted into an equivalent number
of shares of Common Stock that will be immediately distributed to the Grantee within 30 days following the Specified Date.


 


(e)    Separation from
Service.


 


	 	(i)	If the Grantee separates from service with the Company prior to the Specified Date
for any reason other than death, disability or Cause, then (A) all RSUs that have vested on or prior to the date the Grantee separated
from service with the Company shall be converted into an equivalent number of shares of Common Stock and, subject to Section 2(g),
distributed to the Grantee within 30 days of the date of such separation from service, and (B) the Grantee shall forfeit all RSUs
which have not yet become vested as of the date the Grantee separated from service with the Company.



 


	 	(ii)	In the event the Grantee separates from service with the Company because of the Grantee’s
death or disability, all RSUs shall vest, be converted into an equivalent number of shares of Common Stock and, subject to Section
2(g), be distributed to the Grantee within 30 days of the date of such separation from service.



 


	 	(iii)	In the event the Grantee separates from service with the Company for Cause, then the
Grantee shall forfeit all RSUs, whether or not vested.




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	 	(iv)	“Separation from service” (and variations thereof) shall, for all purposes
of this Agreement, have the meaning given in Section 1.409A-1(h) of the Treasury Regulations (or any successor provision).



 


(f)    Change in Control.
In the event of a Change in Control (as defined below) prior to the occurrence of the Specified Date and separation from service,
all RSUs shall immediately vest, and shall be converted into shares of Common Stock and be distributed to the Grantee within 30
days of the date of the Change in Control.


 


(g)    Specified Employee.
Notwithstanding anything in Section 2(e) to the contrary, if the Grantee is a “specified employee” within the meaning
of Treasury Regulation 1.409A-1(i) as of the date of his or her separation from service with the Company, then no RSUs convertible
on account of the Grantee’s separation from service that constitute deferred compensation subject to section 409A of the
Internal Revenue Code of 1986, as amended, shall be converted into shares of Common Stock or distributed to the Grantee until the
earlier of (i) the date which is six months after the date of the Grantee’s separation from service and (ii) the date of
the Grantee’s death.


 


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


 


4.    No Right to Continued Service
as Director. Nothing contained herein shall be deemed to confer upon the Grantee any right to continue to serve as a member
of the Board.


 


5.    Miscellaneous


 


		(a)	Governing Law/Jurisdiction/Resolution of Disputes. This Agreement shall be governed by and
construed according to the laws of the State of Delaware, USA 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 single arbitrator, to be held
in the state of Connecticut, USA 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; provided, however, that the
cost of the arbitration, including without limitation, reasonable attorneys’ fees of the Grantee, shall be borne by the Company
in the event the Grantee is the prevailing party in the 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. If any costs of the arbitration borne by the Company in accordance herewith would constitute compensation to
the Grantee for United States federal income tax purposes, then the amount of any such costs reimbursed to the Grantee in one taxable
year shall not affect the amount of such costs reimbursable to the Grantee in any other taxable year, the Grantee’s right
to reimbursement of any such costs shall not be subject to liquidation or exchange for any other benefit, and the reimbursement
of any such costs incurred by the Grantee shall be made as soon as administratively




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			practicable, but in any event within ten (10) days, after the date the Grantee is determined to
be the prevailing party in the arbitration. The Grantee shall be responsible for submitting claims for reimbursement in a timely
manner to enable payment within the timeframe provided herein.



 


		(b)	Notices. Any notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when mailed by United States certified or registered mail, return receipt requested, postage prepaid,
addressed, as appropriate, to the Grantee at the last address specified in Grantee’s records with the Company, 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.



 


		(c)	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.



 


		(d)	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.



 


		(e)	Modifications; Entire Agreement; Headings. Subject to Section 6(b), any amendment to this
Agreement must be in writing and, in the case of any amendment that adversely affects the Grantee’s rights hereunder, such
writing must be executed by the Grantee. This Agreement and the Plan contain the entire agreement between the parties relating
to the subject matter hereof. This Agreement inures to the benefit of, and is binding upon, the Company and its successors-in-interest
and its assigns, and the Grantee, the Grantee’s heirs, executors, administrators and legal representatives. The section headings
herein are intended for reference only and shall not affect the interpretation hereof.



 


		(f)	Severability. The provisions of this Agreement are severable and if any one or more provisions
are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding
and enforceable.



 


6.    Section 409A.


 


		(a)	It is intended that this Agreement comply in all respects with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended and the 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




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			advisable to prevent the premature 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. Although the Company intends to administer the Plan and this Agreement to prevent adverse taxation under the Applicable
Regulations, the Company does not represent nor warrant that the Plan or this Agreement complies with any provision of federal,
state, local or other tax law.



 


		(d)	Except as otherwise specifically provided herein, the time for distribution of the RSUs as provided
in Section 2 shall not be accelerated or delayed for any reason, unless to the extent necessary to comply with or permitted under
the Applicable Regulations. Further, for the avoidance of doubt, unless an election is made in accordance with the Applicable Regulations,
the Grantee shall not have the right to designate the taxable year in which the RSUs shall convert into an equivalent number of
shares of Common Stock and be delivered to the Grantee.



 


7.    Definitions.        For
purposes of this 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)	A director will be deemed to separate from service with the Company for “Cause” if
such separation is due to his fraud, dishonesty or intentional misrepresentation in connection with his duties as a Director or
his embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Subsidiary.



 


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




 


		(1)	any Person is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of either
(A) the combined fair market value of the then outstanding stock of the Company (the “Total Fair Market Value”) 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: (a) any acquisition by the Company or any of
its Controlled Affiliates, (b) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company
or any of its Controlled Affiliates, (c)




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			any Person who becomes such a Beneficial Owner in connection with a transaction described in the
exclusion within paragraph (4) below and (d) any acquisition of additional stock or securities by a Person who owns more than 50%
of the Total Fair Market Value or Total Voting Power of the Company immediately prior to such acquisition; or



 


		(2)	any Person is or becomes the Beneficial Owner, directly or Indirectly, of securities of the Company
that, together with any securities acquired directly or indirectly by such Person within the immediately preceding twelve-consecutive
month period, represent 40% or more of the Total Voting Power of the Company; excluding, however, any acquisition described in
subclauses (a) through (d) of subsection (1) above; or



 


		(3)	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 Incumbent Directors (or directors whose election or
nomination for election was previously so approved) shall be considered an Incumbent Director; 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 an Incumbent Director;
provided finally, however, that, as of any time, any member of the Board who has been a director for at least twelve consecutive
months immediately prior to such time shall be considered an Incumbent Director for purposes of this definition, other than for
the purpose of the first proviso of this definition; or



 


		(4)	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 of the Company 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




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			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);



 


provided, however, that notwithstanding
anything to the contrary in subsections (1) through (4) above, an event which does not constitute a change in the ownership of
the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the assets
of the Company, each as defined in Section 1.409A-3(i)(5) of the Treasury Regulations (or any successor provision), shall not be
considered a Change in Control for purposes of this Agreement.


 


		(V)	“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.



 


		(VI)	“Subsidiary” shall mean any “subsidiary” of the Company within the meaning
of Rule 405 under the Securities Act.




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Annex A


 


NOTICE OF GRANT


RESTRICTED STOCK UNIT AGREEMENT


HEXCEL CORPORATION 2013 INCENTIVE STOCK
PLAN


 


The following member
of the Board of Directors of Hexcel Corporation, a Delaware corporation, has been granted Restricted Stock Units in accordance
with the terms of this Notice of Grant and the Restricted Stock Unit Agreement to which this Notice of Grant is attached.


 


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


 


	Grantee	Participant
    Name
	Grant
    Date	Grant
    Date
	Aggregate
Number of RSUs Granted	Number
    of Awards Granted


 


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


 


	 	 	HEXCEL CORPORATION	 
	Grantee	 	 	 	 
	 	 	 	 	 
	 	 	By:	                          	 
	 	 	 	 	 
	 	 	Gail E. Lehman	 
	 	 	Executive Vice President, General Counsel and Secretary