Exhibit 10.10


 


EMPLOYEE OPTION AGREEMENT


under the


Hexcel Corporation 2003 Incentive Stock Plan


 


EMPLOYEE
OPTION AGREEMENT, dated as of the Grant Date, by and between the Optionee and
Hexcel Corporation (the “Company”).


 


W I T N E S S E T H:


 


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


 


WHEREAS,
the Compensation Committee (the “Committee”) of the Board of Directors of the
Company (the “Board”) has determined that it is desirable and in the best
interest of the Company to grant to the Optionee a stock option as an incentive
for the Optionee to advance the interests of the Company;


 


NOW,
THEREFORE, the parties agree as follows:


 


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 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 Employee Option Agreement, and this Employee Option
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 Option granted herein
constitutes an Award within the meaning of the Plan.


 


2.                                                 Grant of Option.  Pursuant to the Plan and subject to
the terms and conditions set forth herein and therein, the Company hereby
grants to the Optionee the right and option (the “Option”) to purchase all or
any part of the Option Shares of the Company’s common stock, $.01 par value per
share (the “Common Stock”), which Option is not intended to qualify as an
incentive stock option, as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”).


 


3.                                                 Purchase Price.  The purchase price per share of the
Option Shares shall be the Purchase Price, which is not less than 100% of the
Fair Market Value per share of the Option Shares as of the Grant Date.


 


4.                                                 Terms of Option.


 


(a)                                  Expiration Date; Term.  Subject to Section 4(c) below,
the Option shall expire on, and shall no longer be exercisable following, the
tenth anniversary of the Grant Date. The ten-year period from the Grant Date to
its tenth anniversary shall constitute the “Term” of the Option.


 

















 


(b)                                 Vesting Period; Exercisability.  Subject to Section 4(c) below,
the Option shall vest and become exercisable at the rate of 33-1/3% of the
Option Shares on each of the first three anniversaries of the Grant Date.


 


(c)                                  Termination of Employment; Change in Control.


 


(i)                                     For purposes of the grant hereunder, any
transfer of employment by the Optionee among the Company and its Subsidiaries
shall not be considered a termination of employment. If the Optionee’s
employment with the Company is terminated for Cause (as defined in the last Section hereof),
the Option, whether or not then vested, shall be automatically terminated as of
the date of such termination of employment. If the Optionee’s employment with
the Company shall terminate other than by reason of Retirement (as defined in
the last Section hereof), Disability (as defined in the last Section hereof),
death or Cause, the Option (to the extent then vested) may be exercised at any
time within ninety (90) days after such termination (but not beyond the Term of
the Option).  The Option, to the extent not then vested, shall immediately
expire upon such termination.


 


If
the Optionee dies or becomes Disabled (A) while employed by the Company or
(B) within 90 days after the termination of his or her employment other
than for Cause or Retirement, the Option shall (I) become fully and
immediately vested and exercisable and (II) remain exercisable for one
year from the date of death or Disability (but not beyond the Term of the
Option).


 


If
the Optionee’s employment terminates by reason of Retirement, (A) the
Option shall, if not fully vested at the time of such termination, continue to
vest in accordance with Section 4(b) above, and (B) the Option
shall expire upon the earlier to occur of the five-year anniversary date of
such Retirement and the expiration of the Term. If the Optionee dies during the
five-year period immediately following the Retirement of the Optionee, the
Options shall (I) become fully and immediately vested and exercisable and (II) remain
exercisable for the remainder of the five-year period from the date of Retirement
(but not beyond the Term of the Option).


 


(ii)                                  In the event of a Change in Control (as
defined in the last Section hereof), the Option shall immediately become
fully vested and exercisable and the post-termination periods of exercisability
set forth in Section 4(c)(i) hereof shall apply, except that the
post-termination period of exercisability shall be extended and the Option
shall remain exercisable for a period of two years from the date of such
termination of employment, if, within two years after a Change in Control, (A) the
Optionee’s employment is terminated by the Company other than by reason of
Retirement, Cause, Disability or death or (B) the Optionee terminates the
Optionee’s employment for Good Reason (as defined in the last Section hereof).


 


(d)                                             Forfeiture of Option on Certain Conditions.


 


(i)                         Notwithstanding anything to the contrary
contained in this Employee Option Agreement, should the Optionee while an
employee or after termination of employment fail to comply with the “Protective
Condition” (as defined in Section 4(d)(ii)), then the Option, to the
extent not already exercised, shall immediately expire upon the Optionee’s
failure to meet such condition.


 

















 


(ii)                      “Protective Condition” shall mean that the
Optionee (A) complies with all terms and provisions of any obligation of
confidentiality to the Company contained in a written agreement signed by the
Optionee, 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
Optionee’s termination of employment with the Company anywhere in the world
(except that the Optionee may be employed by a competitor of the Company so
long as the Optionee’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).


 


5.                                                 Adjustment Upon Changes in Capitalization.


 


(a)                                  The aggregate number of Option Shares and the
Purchase Price shall be proportionately adjusted by the Committee 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 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 Employee Option Agreement in the
event of any other reorganization, recapitalization, merger, consolidation,
spin-off, extraordinary dividend or other distribution or similar transaction
involving the Company.


 


(b)                                 Any adjustment under this Section 5 in
the number of Option Shares and the Purchase Price shall be subject to Section 12
below and shall apply to only the unexercised portion of the Option. If
fractions of a share would result from any such adjustment, the adjustment
shall be rounded down to the nearest whole number of shares.


 


6.                                                 Method of Exercising Option and Withholding.


 


(a)                                  The Option shall be exercised by the delivery
by the Optionee to the Company at its principal office (or at such other address
as may be established by the Committee) of written notice of the number of
Option Shares with respect to which the Option is exercised, accompanied by
payment in full of the aggregate Purchase Price for such Option Shares. 
Payment for such Option Shares shall be made (i) in U.S. dollars by
personal check, bank draft or money order payable to the order of the Company,
or by money transfers or direct account debits to an account designated by the
Company; (ii) through the delivery of shares of Common Stock with a Fair
Market Value equal to the total payment due from the Optionee; (iii) pursuant
to a “cashless exercise” program if such a program is established by the
Company; or (iv) by any combination of the methods described in (i) through
(iii) above.


 


(b)                                 The Company’s obligation to deliver shares of
Common Stock upon the exercise of the Option shall be subject to the payment by
the Optionee of applicable federal, state, local and other withholding tax, if
any.  The Company or a Subsidiary shall, to the extent permitted by law,
have the right to deduct from any payment of any 


 

















 


kind
otherwise due to the Optionee any federal, state, local or other taxes required
to be withheld with respect to such payment.


 


7.                                                 Transfer.  Except as provided in this Section 7, the Option is not
transferable otherwise than by will or the laws of descent and distribution,
and the Option may be exercised during the Optionee’s lifetime only by the
Optionee.  Any attempt to transfer the Option in contravention of this Section 7
is void ab initio.  The Option shall not be subject to execution,
attachment or other process.  Notwithstanding the foregoing, the Optionee
and, after the death of the Optionee the estate or any estate beneficiary of
the Optionee, shall be permitted to transfer the Option 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 other equity owners are such family members; provided, however,
that no consideration can be paid for the transfer of the Option and the
transferee of the Option must agree to be subject to all conditions applicable
to the Option prior to its transfer.


 


8.                                                 No Rights in Option Shares.  The Optionee shall have none of the
rights of a stockholder with respect to the Option Shares unless and until
shares of Common Stock are issued upon exercise of the Option.


 


9.                                                 Issuance of Shares.  Any
shares of Common Stock to be issued to the Optionee under this Employee Option
Agreement may be issued in either certificated form, or in uncertificated form
(via the Direct Registration System or otherwise).


 


10.                                             No Right to Employment.  Nothing contained herein shall be
deemed to confer upon the Optionee any right to remain as an employee of the
Company.


 


11.                                           Section 409A


 


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


 


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


 


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


 

















 


12.                                           Modifications; Extensions.


 


(a)                                  Notwithstanding any term or provision of this
Employee Option Agreement (including any term or provision of the Plan
incorporated herein by reference), (i) no Modification shall be made in
respect to the Option if such Modification would result in the Option
constituting a deferral of compensation, and (ii) no Extension shall be
made in respect to the Option if such Extension would result in the Option
having an additional deferral feature from the Grant Date, in each case within
the meaning of applicable Treasury Regulations under Code section 409A.


 


(b)                                 Subject to subsection (d) below, a “Modification”
for purposes of subsection (a) means any change in the terms of the Option
that may provide the Optionee with a direct or indirect reduction in the
Purchase Price of the Option, regardless of whether the Optionee in fact
benefits from the change in terms.


 


(c)                                  Subject to subsection (d) below, an “Extension”
for purposes of subsection (a) means either (i) the provision to the
Optionee of an additional period of time within which to exercise the Option
beyond the time originally prescribed, or (ii) the conversion or exchange
of the Option for a legally binding right to compensation in a future taxable
year, or (iii) the addition of any feature for the deferral of
compensation to the terms of the Option, or (iv) any renewal of the Option
that has the effect of (i) through (iii) above.


 


(d)                                 Notwithstanding subsections (b) and (c) above,
it shall not be a Modification or an Extension, respectively, to change the
terms of an Option in any of the ways or for any of the purposes provided in
applicable Treasury Regulations or other guidance under Section 409A of
the Code as not resulting in a Modification or Extension for purposes of that
section.  In particular, it shall not be
an Extension to extend the exercise period of the Option to a date no later
than the earlier of (i) the latest date upon which the Option could have
expired by its original terms under any circumstances or (ii) the 10th anniversary of the Grant Date.


 


13.                                           Governing Law/Jurisdiction.  This Employee Option 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.


 


14.                                           Resolution of Disputes.  Any disputes arising under or in
connection with this Employee Option 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. 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.


 


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


 


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


 


17.                                           Counterparts.  This Employee Option 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.


 


18.                                           Miscellaneous.  This Employee Option Agreement cannot
be changed or terminated orally.  This Employee Option 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.


 


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


 


(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: (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, (iii) any Person who becomes such a Beneficial Owner in
connection with a transaction described in the exclusion within paragraph (4) below
and (iv) 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 (i) through
(iv) 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 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)                                “Disability” (or becoming “Disabled”) shall
mean that, as a result of the Optionee’s incapacity due to physical or mental
illness or injury, he or she shall not have performed all or substantially all
of his or her 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;


 


(VI)                            “Good Reason” for termination by the Optionee
of the Optionee’s employment shall mean the occurrence (without the Optionee’s
express written consent) of any one of the following acts by the Company, or
failures by the Company to act, unless, in the case of any act or failure to
act described in paragraphs (1), (5) or (6) below, such act or
failure to act is corrected prior to the date of termination of the Optionee’s
employment:


 


(1) 
a significant adverse alteration in the nature or status of the Optionee’s
responsibilities, position or authority from those in effect immediately prior
to the Change in Control;


 


(2) 
a reduction by the Company in the Optionee’s annual base salary as in effect on
the date hereof or as the same may be increased from time to time;


 


(3) 
the relocation of the Optionee’s principal place of employment to a location
more than fifty (50) miles from the Optionee’s principal place of employment
immediately prior to the Change in Control or the Company’s requiring the
Optionee to work anywhere other than at such principal place of employment (or
permitted relocation thereof) except for required travel on the Company’s
business to an extent substantially consistent with the Optionee’s present
business travel obligations;


 


(4) 
the failure by the Company to pay to the Optionee any portion of the Optionee’s
current compensation, or to pay to the Optionee any portion of an installment
of deferred compensation under any deferred compensation program of the Company,
within seven (7) days of the date such compensation is due;


 


(5) 
the failure by the Company to continue in effect any compensation plan in which
the Optionee participates immediately prior to the Change in Control which is
material to the Optionee’s total compensation, or any substitute plans adopted
prior to the Change in Control, unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan) has been made with respect to such
plan, or the failure by 


 

















 


the
Company to continue the Optionee’s participation therein (or in such substitute
or alternative plan) on a basis not materially less favorable, both in terms of
the amount or timing of payment of benefits provided and the level of the
Optionee’s participation; or


 


(6) 
the failure by the Company to continue to provide the Optionee with benefits
substantially similar to those enjoyed by the Optionee under any of the Company’s
pension, savings, life insurance, medical, health and accident, or disability
plans in which the Optionee was participating immediately prior to the Change
in Control (except for across-the-board changes similarly affecting all senior
executives of the Company and all senior executives of any Person in control of
the Company), the taking of any other action by the Company which would
directly or indirectly materially reduce any of such benefits or deprive the
Optionee of any material fringe benefit enjoyed by the Optionee at the time of
the Change in Control, or the failure by the Company to provide the Optionee
with the number of paid vacation days to which the Optionee is entitled on the
basis of years of service with the Company in accordance with the Company’s
normal vacation policy in effect at the time of the Change in Control.


 


The
Optionee’s right to terminate the Optionee’s employment for Good Reason shall
not be affected by the Optionee’s incapacity due to physical or mental illness.
The Optionee’s continued employment shall not constitute consent to, or a
waiver of rights with respect to, any act or failure to act constituting Good
Reason hereunder.


 


For
purposes of any determination regarding the existence of Good Reason, any claim
by the Optionee that Good Reason exists shall be presumed to be correct unless
the Company establishes to the Board by clear and convincing evidence that Good
Reason does not exist;


 


(VII)                        “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


 


(VIII)                    “Retirement” shall mean termination of the
Optionee’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


EMPLOYEE
STOCK OPTION


HEXCEL
CORPORATION 2003 INCENTIVE STOCK PLAN


 


The following employee of Hexcel Corporation, a Delaware corporation or
a Subsidiary, has been granted an option to purchase shares of the Common Stock
of Hexcel, $.01 par value, in accordance with the terms of this Notice of Grant
and the Employee Option Agreement to which this Notice of Grant is attached.


 


The following is a summary of the principal terms of the option which
has been granted.  The terms below shall
have the meanings ascribed to them below when used in the Employee Option
Agreement.


 


	
  Optionee

  	
   

  
	
   

  	
   

  
	
  Address of Optionee

  	
   

  
	
   

  	
   

  
	
  Foreign Sub Plan, if applicable

  	
   

  
	
   

  	
   

  
	
  Grant Date

  	
  January 26, 2009

  
	
   

  	
   

  
	
  Purchase Price

  	
  $7.83

  
	
   

  	
   

  
	
  Aggregate Number of Shares Granted (the “Option Shares”)

  	
   

  



 


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


 


	
   

  	
   

  	
  HEXCEL CORPORATION

  
	
  Optionee

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ira J. Krakower

  
	
   

  	
   

  	
   

  	
  Sr. Vice President