Exhibit 10.2


 


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 and Hexcel Corporation (the “Corporation”).


 


W  I
T  N  E  S  S  E  T  H:


 


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


 


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


 


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 Corporation 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, 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)       No Ownership.             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)       Transfer of RSUs.        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 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 


 


1

















 


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 must 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)       Vesting and Conversion of RSUs.  Subject to Sections 2(d) and 2(e), the
RSUs shall vest daily in proportion to the time elapsed between the Grant Date
and the first anniversary of the Grant Date, and shall be converted into an
equivalent number of shares of Common Stock that will be immediately
distributed to the Grantee on the first anniversary of the Grant Date; provided
that if the Grantee has delivered to the Corporation, on or prior to the
Required Date, an irrevocable written election to defer conversion of the RSUs
until such time as the Grantee separates from service with the Corporation,
then the RSUs will be converted into an equivalent number of shares of Common
Stock that will be immediately distributed to the Grantee on the date on which
the Grantee separates from service with the Corporation. Upon distribution of
the shares of Common Stock in respect of the RSUs, the Corporation shall issue
to the Grantee or the Grantee’s personal representative a stock certificate
representing such shares of Common Stock, free of any restrictions.  “Required Date” shall mean (i) if this
grant of RSUs is issued in connection with the Grantee’s initial election to
the Board of Directors, the Date of Grant; and (ii) otherwise, December 31
of the calendar year prior to the calendar year in which the grant occurs.


 


(d)       Separation from Service.


 


(i)        If the Grantee separates from service with the
Corporation 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 Corporation shall be converted into an equivalent number of
shares of Common Stock and immediately distributed to the Grantee, 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 Corporation.


 


(ii)       In the event the Grantee dies or the Grantee separates
from service with the Corporation because of disability, all RSUs shall vest,
be converted into an equivalent number of shares of Common Stock and be
immediately distributed to the Grantee.


 


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


 


(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).


 


(e)   Change of Control.  In the event of a Change in Control (as
defined below) or of the termination of this Agreement within
twelve months of a complete liquidation or dissolution of the Corporation that
is taxed under Section 331 of the Code, all RSUs shall vest, be converted into shares of
Common Stock and be immediately distributed to the Grantee or (in the
event of a 


 


2

















 


complete liquidation or dissolution of the Corporation) as soon as
administratively practicable thereafter.


 


(f)    Specified Employee.  Notwithstanding anything in sections 2(c), 2(d) or
6(b) to the contrary, if after the Date of Grant the Grantee subsequently
becomes an employee of the Corporation and 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 his or her
separation from service with the Corporation, then no RSUs convertible on
account of the Grantee’s separation from service shall be converted into shares
of Common Stock or distributed to the Grantee, and no costs for which the
Grantee may be entitled to reimbursement under Section 6(b) shall be
reimbursed, 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.         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 Corporation, 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 Corporation.


 


4.         Taxes.  The Grantee shall pay to the Corporation
promptly upon request any taxes the Corporation 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.


 


5.         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.


 


6.         Miscellaneous


 


(a)          Governing Law/Jurisdiction. 
This 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.


 


(b)         Resolution of Disputes. 
Any disputes arising under or in connection with this Agreement shall be
resolved by binding arbitration before a single arbitrator, to be held in New
York 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 Corporation 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 


 


3

















 


within the
jurisdiction of an arbitrator.  If any
costs of the arbitration borne by the Corporation in accordance herewith would
constitute compensation to the Grantee for Federal 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 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.


 


(c)          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 records with the Corporation, or such other address as the Grantee
may designate in writing to the Corporation, or to the Corporation,
Attention:  Corporate Secretary, or such
other address as the Corporation may designate in writing to the Grantee.


 


(d)         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.


 


(e)          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.


 


(f)            Modifications; Entire Agreement; Headings. 
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.


 


7.         Section 409A.


 


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


 


(b)                     Notwithstanding any term or provision of
this Restricted Stock Unit Agreement (including any term or provision of the
Plan incorporated herein by reference), the parties hereto agree that, from
time to time, the Corporation may, without prior notice to or consent of the
Grantee, amend this Restricted Stock Unit Agreement to the extent determined by
the Corporation, 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 


 


4

















 


compensation
intended to be deferred hereunder. The Corporation 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 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.


 


8.         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 Corporation
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
Corporation or any Subsidiary.


 


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


 


(i)      
  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 Corporation (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 Corporation (the “Total Voting
Power”); excluding, however, the following: (a) any acquisition by the Corporation
or any of its Controlled Affiliates, (b) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Corporation or
any of its Controlled Affiliates, (c) any Person who becomes such a
Beneficial Owner in connection with a transaction described in the exclusion
within paragraph (iv) 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 Corporation immediately prior to such
acquisition; or


 


(ii)      
 any Person is or becomes the Beneficial
Owner, directly or Indirectly, of securities of the Corporation that, together
with any securities 


 


5

















 


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 Corporation; excluding, however, any
acquisition described in subclauses (a) through (d) of subsection (i) above;
or


 


(iii)      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 Corporation’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


 


(iv)      there is
consummated a merger or consolidation of the Corporation or any direct or
indirect Subsidiary of the Corporation or a sale or other disposition of all or
substantially all of the assets of the Corporation (“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 Corporation 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
Corporation or all or substantially all of the Corporation’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 


 


6

















 


transaction
owns the Corporation or all or substantially all of the Corporation’s assets
either directly or through one or more subsidiaries);


 


provided, however, that notwithstanding anything to the contrary in
subsections (i) through (iv) above, an event which does not
constitute a change in the ownership of the Corporation, a change in the
effective control of the Corporation, or a change in the ownership of a
substantial portion of the assets of the Corporation, 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.


 


7

















 


Annex A


 


NOTICE OF GRANT


RESTRICTED STOCK UNIT AGREEMENT


HEXCEL CORPORATION 2003 INCENTIVE
STOCK PLAN


 


The following member of
the Board of Directors of Hexcel Corporation, a Delaware corporation (“Hexcel”),
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

  
	
   

  
	
  Address of Grantee

  
	
   

  
	
  Grant Date

  
	
   

  
	
  Aggregate Number of
  RSUs 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:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ira J. Krakower

  
	
   

  	
   

  	
  Senior Vice President

  



 


8