Exhibit 10.45(b)


 


Annex I


 


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, all of the RSUs shall vest and be converted into an equivalent
number of shares of Common Stock that will be


 

















 


immediately distributed
to the Grantee on the second anniversary of the Grant Date.  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 if, prior to the second anniversary
of the Grant Date, the Grantee dies or terminates employment due to Disability
(as defined in the last Section hereof), or is terminated by the Company
other than for Cause, all RSUs shall vest, be converted into shares of Common Stock
and be immediately distributed to the Grantee.


 


(b)         If,
prior to the second anniversary of the Grant Date, the Grantee ceases to be
employed by the Company for any reason other than (i) the death or Disability
of the Grantee, or (ii) by the Company without Cause, the Grantee shall forfeit
all RSUs held as of the date Grantee ceases to be employed by the Company.


 


(c)          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), 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 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


 


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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 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


 


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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 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;


 


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(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)         “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


 


(i)             “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

  	
   

  	
  William Hunt

  
	
  Address of Grantee

  	
   

  	
  Lynwood

  Trouthall Lane

  Plumley

  Knutsford

  Cheshire WA 169RZ

  United Kingdom

  
	
  Employee Number

  	
   

  	
   

  
	
  Employee ID Number

  	
   

  	
   

  
	
  Foreign Sub Plan, if
  applicable

  	
   

  	
   

  
	
  Grant Date

  	
   

  	
  February 12, 2004

  
	
  Aggregate Number of
  RSUs

  Granted

  	
   

  	
  50,000

  



 


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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