Exhibit 10.19

                             PERFORMANCE ACCELERATED
                         RESTRICTED STOCK UNIT AGREEMENT
                            (Special Executive Grant)
                                December 2, 1999

              This Performance  Accelerated 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  Incentive  Stock  Plan (the
"Plan"), the Executive  Compensation Committee (the "Committee") of the Board of
Directors of the Company (the "Board") has determined  that the Grantee shall be
granted Performance  Accelerated  Restricted Stock Units ("PARS") 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 X of the Plan. The PARS granted  herein  constitute an Award within
the meaning of the Plan.

     2.  Terms of  Restricted  Stock.  The grant of PARS  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 Common
          Stock in  respect  of the PARS  until  such PARS 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 PARS 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 PARS and subject to the  condi-tions set forth in the Plan and
          this Agreement.  Any attempt to transfer PARS in contravention of this
          Section  is void ab initio.  PARS  shall not be subject to  execution,
          attachment  or  other  process.  Notwithstanding  the  foregoing,  the
          Grantee  shall be permitted to transfer PARS to members of this or her
          immediate family (i.e., children, grandchildren or spouse), trusts for
          the  benefit  of such  family  members,  and  partnerships  whose only
          partners  are  such  family  members;   provided,   however,  that  no
          consideration  can be  paid  for  the  transfer  of the  PARS  and the
          transferee of the PARS shall be subject to all  conditions  applicable
          to the  PARS  (including  all of the  terms  and  conditions  of  this
          Agreement) prior to transfer.

              3.  Vesting  and  Conversion  of PARS.  The PARS shall vest on (a)
January 1, 2007, or (b) on an earlier date when the Company's  Cumulative EBITDA
(as defined hereinafter) equals or exceeds $250 million at any time prior to the
end of fiscal year 2002. The term "Cumulative  EBITDA" shall mean the sum of the
Company's earnings before interest (including amortization of discount on debt),
taxes,  depreciation and amortization for the fiscal quarters beginning with the
first  full  fiscal   quarter  of  2000,   but  adjusted  to  exclude   business
consolidation and acquisition expenses and gains or losses on divestitures. Upon
the later to occur of (i) January 1, 2003 or (ii) the vesting of the PARS,  such
vested PARS shall be  converted  into an  equivalent  number of shares of Common
Stock that will be immediately  distributed to the Grantee;  provided,  however,
that,  to the extent  that (and only to the extent  that) the  Company  would be
precluded from deducting the associated  compensation expense because of Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),  such PARS
shall be converted and  distributed  to the Grantee on the first business day of
the first year (or years, if the first deferred  distribution  shall not include
all of such PARS) in which the Company  will not be so  precluded;  and provided
further,  that no PARS shall be converted and  distributed to the Grantee unless
the Grantee is an employee of the  Company  (or a  Subsidiary)  on December  31,
2002. On each dividend  payment date with respect to the Common Stock subsequent
to any PARS  becoming  fully vested but not yet  converted  and  distributed  by
virtue of the  immediately  preceding  proviso,  the  Company  shall  credit the
Grantee  with an  additional  number  of fully  vested  whole and  partial  PARS
(assuming each such PARS unit was a share of Common Stock) equal in value to the
amount of  dividends  which the Grantee  would have  received  on such  dividend
payment date if all such vested PARS (including PARS previously  credited to the
Grantee  pursuant to this section)  which had not yet been converted into shares
had been so converted prior to the record date of such dividend.  Such dividends
will be credited as vested PARS as of the  payment  date of such  dividends  and
such  vested PARS shall  thereafter  be treated in the same manner as other PARS
under this Agreement (the foregoing method of dividend  crediting being referred
to herein as being credited with the "Dividend Equivalent").

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              Upon the  distribution of the shares of Common Stock in respect of
the PARS,  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 termi-nation 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 PARS 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 PARS shall  vest,  be
               converted   into  shares  of  Common  Stock  and  be  immediately
               distributed  to the  Grantee,  (iii) if the  Grantee  voluntarily
               terminates  employment with the Company, all vested PARS shall be
               converted   into  shares  of  Common  Stock  and  be  immediately
               distributed  to the  Grantee,  provided  that the  Grantee  is an
               employee of the Company (or a  Subsidiary)  on December 31, 2002,
               and (iv) if the Grantee's  employment with the Company terminates
               due to the Grantee's  Retirement  (as defined in the last Section
               hereof),  all PARS shall vest,  be  converted in shares of Common
               Stock and be immediately  distributed  to the Grantee;  provided,
               however,  that in each  case an  appropriate  number of such PARS
               shall not be converted and  distributed  to the Grantee until the
               first  business day of the first year in which the Company is not
               precluded  from  deducting the  associated  compensation  expense
               under  Section  162(m) of the Code,  but only to the extent  such
               number of PARS would not be deductible until such time;  further,
               provided, that the Grantee shall, if applicable, be credited with
               the Dividend Equivalent with respect to such PARS.

              If the  Grantee's  employment  with the  Company is  involuntarily
terminated for Cause or the Grantee  voluntarily  terminates his employment with
the Company, the Grantee shall forfeit all PARS which have not yet become vested
as of the date of termination of employment.

          (b)  In the  event of a Change  in  Control  (as  defined  in the last
               Section hereof), all PARS 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 PARS 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  promptly  upon
request any taxes the Company  reasonably  determines it is required to withhold
under  applicable tax laws with respect to the PARS.  Such payment shall be made
as provided in Section IX(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.

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              11.  Incorporation  of Plan.  The Plan is hereby  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 X of
the Plan.  The PARS granted herein  constitute  Awards within the meaning of the
Plan.

              12.  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.

              13. 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.

              14. Definitions. For purposes of this Agreement:

     (I) the term  "Beneficial  Owner"  (and  variants  thereof)  shall have the
     meaning given in Rule 13d-3 promulgated under the Exchange Act;

     (II) the term "Cause" shall mean (A) 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 (B) 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 (A) and (B) 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;

     (III) the term "Change in Control" shall mean any of the following events:

                      (A)(i)  any Person (as  defined  in this  Section),  is or
              becomes the Beneficial Owner of 20% or more of either (x) the then
              outstanding  Common Stock of the Company (the "Outstanding  Common
              Stock") or (y) 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:  (1)  any  acquisition  by  the  Company  or any of its
              affiliates or (2) any acquisition by any employee benefit plan (or
              related  trust)  sponsored or  maintained by the Company or any of
              its  affiliates  and  (ii)  Ciba  (as  defined  in  this  Section)
              beneficially  owns, in the aggregate,  a lesser  percentage of the
              Total Voting Power than such Person beneficially owns; or

                      (B) 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 Governance  Agreement (as defined in this
              Section)  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

                      (C) the approval by the  stockholders  of the Company of a
              reorganization,   merger  or   consolidation   or  sale  or  other
              disposition  of all or  substantially  all  of the  assets  of the
              Company  ("Corporate  Transaction");  excluding,  however,  such a
              Corporate  Transaction (i) 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  securities  entitled to vote
              generally in the  election of  directors of the company  resulting
              from such Corporate Transaction (including,  without limitation, a
              corporation 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, or (ii) after  which no Person
              beneficially  owns a greater  percentage  of the  combined  voting
              power  of  the  then  outstanding   securities  entitled  to  vote
              generally in the election of  directors of such  corporation  than
              does Ciba; or

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                    (D) Ciba  shall  become  the  Beneficial  Owner of more than
               57.5% of the Total Voting Power; or

                    (E) the  approval  by the  stockholders  of the Company of a
               complete liquidation or dissolution of the Company.

     (IV) the term "Ciba" shall mean Ciba  Specialty  Chemicals  Holding Inc., a
     Swiss  corporation,  together with its  affiliates  holding  Company voting
     securities pursuant to Section 4.01(b) of the Governance Agreement;

     (V) the term  "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;

     (VI) the term  "Exchange  Act" shall mean the  Securities  Exchange  Act of
     1934, as amended;

     (VII) the term  "Governance  Agreement" shall have the meaning given in the
     Strategic Alliance Agreement (as defined in this Section);

     (VIII) the term "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,  but  excluding  Ciba for so long as Ciba is  subject to the
     restrictions imposed by the Governance Agreement;

     (IX)  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); and

     (X) the term  "Strategic  Alliance  Agreement"  shall  mean  the  Strategic
     Alliance  Agreement  among the Company,  Ciba-Geigy  Limited and Ciba-Geigy
     Corporation,  dated as of September 29, 1995, as amended,  and any of their
     respective permitted successors or assigns thereunder.

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                                     Annex A



                                 NOTICE OF GRANT
                 PERFORMANCE ACCELERATED RESTRICTED STOCK UNITS
                     HEXCEL CORPORATION INCENTIVE STOCK PLAN

     The  following  employee  of Hexcel  Corporation,  a  Delaware  corporation
(Hexcel) or a Subsidiary,  has been granted performance  accelerated  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.

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Grantee
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Address of Grantee
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Employee Number
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Employee ID Number
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Foreign Sub Plan, if applicable
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Grant Date                                           December 2, 1999
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Aggregate Number of PARS
Granted
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     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:__________________________

                                                   Name:________________________

                                                   Title:_______________________



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