Exhibit
10.30


 


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 shall be subject to all conditions applicable to the
RSUs (including all of the terms and conditions of this Agreement) prior to
transfer.


 


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 (each such 33-1/3% portion of the RSUs being a
“Tranche”); provided that if (i) the Grantee delivers to the Company an
irrevocable written election to defer conversion of one or more Tranches until
either (a) the third anniversary of the Grant Date or (b) such time as Grantee’s
service as an employee of the Company or any Subsidiary of the Company
terminates, and (ii) such written election is received by the Corporate
Secretary of Hexcel on or prior to the date that is six months prior to the
date on which the Tranche(s) with respect to which such notice relates would
otherwise convert into shares of Common Stock absent such written election,
then such Trache(s) shall be converted into an equivalent number of shares of
Common Stock at the time indicated in such written election (but such written
election will not affect the vesting of the RSUs).  Upon the distribution of the shares of Common Stock in respect of
the RSUs, the Company shall issue to the Grantee or the Grantee’s personal
representative a stock certificate representing such shares of Common Stock,
free of any restrictions.


 


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.  Notwithstanding any other
provision contained herein or in the Plan, (i) if the Grantee dies or
terminates employment due to Disability (as defined in the last
Section hereof), all RSUs shall vest, be converted into shares of Common
Stock and be immediately distributed to the Grantee, (ii) if the Grantee’s
employment with the Company is involuntarily terminated other than for Cause
(as defined in the last Section hereof), all RSUs shall vest, be converted
into shares of Common Stock and be immediately distributed to the Grantee, and
(iii) 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 vest, be converted in shares of Common Stock and be immediately
distributed to the Grantee.


 


(b)         Subject to Section 4(c), if the Grantee
voluntarily terminates his employment with the Company, all vested RSUs shall
be converted into shares of Common Stock and immediately distributed to the
Grantee and the Grantee shall forfeit all RSUs that have not vested.  If the Grantee’s employment with the Company is involuntarily terminated
for Cause, the Grantee shall forfeit all RSUs, whether or not vested.


 


(c)          Notwithstanding any other provision
contained herein or in the Plan or in any election made pursuant to
Section 3 hereof to defer the conversion of one or more Tranches, in the
event of a Change in Control (as defined in the last Section hereof), all
RSUs shall vest, be converted into shares of Common Stock and be
immediately distributed to the Grantee.


 


5.               Equitable
Adjustment.


 


The aggregate number of
shares of Common Stock subject to the RSUs shall be proportionately adjusted
for any increase or decrease in the number of issued shares 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


 


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any other reorganization,
recapitalization, merger, consolidation, spin-off, extraordinary dividend or
other distribution or similar transaction involving the Company.


 


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


 


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


 


8.               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.


 


9.               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.


 


10.         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.


 


11.         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.


 


12.         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.


 


13.         Definitions.  For purposes of this Agreement:


 


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


 


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


 


(c)          “Cause”
shall mean (i) the willful and continued failure by the Grantee to
substantially perform the Grantee’s duties with the Company (other than any
such failure resulting from the Grantee’s incapacity due to physical or mental
illness) after a written demand for substantial performance is delivered to the
Grantee by the Company, which demand specifically identifies the manner in
which the Company believes that the Grantee


 


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has not substantially
performed the Grantee’s duties, or (ii) the willful engaging by the Grantee in
conduct which is demonstrably and materially injurious to the Company or its
subsidiaries, monetarily or otherwise. For purposes of clauses (i) and (ii) of
this definition, no act, or failure to act, on the Grantee’s part shall be
deemed “willful” unless done, or omitted to be done, by the Grantee not in good
faith and without the reasonable belief that the Grantee’s act, or failure to
act, was in the best interest of the Company;


 


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


 


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


 


(ii)                                  a
change in the composition of the Board such that the individuals who, as of the
effective date of this Agreement, constitute the Board (such individuals shall
be hereinafter referred to as the “Incumbent Directors”) cease for any reason
to constitute at least a majority of the Board; provided, however,
for purposes of this definition, that any individual who becomes a director
subsequent to such effective date, whose election, or nomination for election
by the Company’s stockholders, was made or approved pursuant to the terms of
each then existing Stockholders Agreement or 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 a member of the
Incumbent Board; but, provided, further, that any such individual
whose initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a person or
legal entity other than the Board shall not be considered a member of the
Incumbent Board; or


 


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


 


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ownership immediately prior to such Corporate
Transaction of the Outstanding Common Stock and Total Voting Power, as the case
may be, and (B) immediately following which the individuals who comprise the
Board immediately prior thereto constitute at least a majority of the board of
directors of the company resulting from such Corporate Transaction (including,
without limitation, a company which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or
through one or more subsidiaries); or


 


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


 


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


 


(f)            “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time;


 


(g)         “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;


 


(h)         the
term “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);


 


(i)             “Stockholders
Agreement” shall mean any stockholders agreement, governance agreement or other similar agreement between the Company
and a holder or holders of Voting Securities; and


 


(j)             “Voting Securities” means Common Stock and
any other securities of the Company entitled to vote generally in the election
of directors of the Company.


 


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Annex
A


 


NOTICE OF GRANT

RESTRICTED STOCK UNITS

HEXCEL CORPORATION 2003 INCENTIVE STOCK PLAN


 


The following employee of
Hexcel Corporation, a Delaware corporation, or a Subsidiary, has been granted
restricted stock units in accordance with the terms of this Notice of Grant and
the Agreement to which this Notice of Grant is attached.


 


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


 


	
  Grantee

  
	
  Address of Grantee

  
	
   

  
	
  Grant Date

  
	
  Aggregate Number of
  RSUs

  Granted

  



 


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


 


	
   

  	
   

  	
  HEXCEL CORPORATION

  
	
  Grantee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Ira J. Krakower

  
	
   

  	
   

  	
  Senior Vice President

  



 


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