Exhibit 10.24


 


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.  Any change in
employment that does not constitute a “separation from service” within the
meaning of Section 1.409A-1(h) of the Treasury Regulations (or any
successor provision) shall not be considered a termination of employment.  Any change in employment that does constitute
a “separation from service” within the meaning of Section 1.409A-1(h) of
the Treasury Regulations (or any successor provision) shall be considered a
termination of employment.


 


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


 

















 


shares
of Common Stock and be distributed to the Grantee’s personal representative
within 30 days of the date of such death.


 


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


 


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


 


5.             Equitable Adjustment.  The aggregate number of shares of Common
Stock subject to the RSUs shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a
subdivision or consolidation of shares or other capital adjustment, or the
payment of a stock dividend or other increase or decrease in such shares,
effected without the receipt of consideration by the Company, or other change
in corporate or capital structure. The Committee shall also make the foregoing
changes and any other changes, including changes in the classes of securities
available, to the extent reasonably necessary or desirable to preserve the
intended benefits under this Agreement in the event of any other
reorganization, recapitalization, merger, consolidation, spin-off,
extraordinary dividend or other distribution or similar transaction involving
the Company.


 


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


 


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


 


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


 


9              Section 409A


 


(a)           It is intended that this Agreement
comply in all respects with the requirements of Sections 409A(a)(2) through
(4) of the Code and applicable Treasury Regulations and other generally
applicable guidance issued thereunder (collectively, the “Applicable
Regulations”), and this Agreement shall be interpreted for all purposes in
accordance with this intent.


 


(b)           Notwithstanding any term or provision
of this Agreement (including any term or provision of the Plan incorporated
herein by reference), the parties hereto agree 


 

















 


that,
from time to time, the Company may, without prior notice to or consent of the
Grantee, amend this Agreement to the extent determined by the Company, in the
exercise of its discretion in good faith, to be necessary or advisable to
prevent the inclusion in the Grantee’s gross income pursuant to the Applicable
Regulations of any compensation intended to be deferred hereunder. The Company
shall notify the Grantee as soon as reasonably practicable of any such
amendment affecting the Grantee.


 


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


 


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


 


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


 


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


 


12            Governing Law.  This
Agreement shall be governed by and construed according to the laws of the State
of Delaware, without regard to the conflicts of laws provisions thereof.


 


13            Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
an original but all of which together shall represent one and the same
agreement.


 


14            Miscellaneous.  This
Agreement cannot be changed or terminated orally. This Agreement and the Plan
contain the entire agreement between the parties relating to the subject matter
hereof. The section headings herein are intended for reference only and shall
not affect the interpretation hereof.


 


15            Definitions.  For
purposes of this Agreement:


 


(a)           “Affiliate” of any Person shall mean
any other Person that directly or indirectly, through one or more
intermediaries, Controls, is Controlled by, or is under common Control with,
such first Person.  The term “Control” shall have the meaning specified in
Rule 12b-2 under the Exchange Act;


 


(b)           “Beneficial Owner” (and variants
thereof) shall have the meaning given in Rule 13d-3 promulgated under the
Exchange Act and, only to the extent such meaning 


 

















 


is
more restrictive than the meaning given in Rule 13d-3, the meaning
determined in accordance with Section 318(a) of the Code;


 


(c)           “Cause” shall 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 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 (iv) 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


 


(ii)           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 (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 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


 


(iv)          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 (i) through
(iv) 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;


 


(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, 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.


 


(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).


 

















 


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

  	
  January 26, 2009

  
	
   

  	
   

  
	
  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