Exhibit 10.14


                          RETAINER FEE OPTION AGREEMENT
                                       For
                             Non-Employee Directors


OPTION  AGREEMENT,  dated as of the Grant Date,  by and between the Optionee and
Hexcel Corporation (the "Corporation").

                              W I T N E S S E T H:


WHEREAS, the Corporation has adopted the Hexcel Corporation Incentive Stock Plan
(the "Plan"); and

WHEREAS,  the Board of Directors of the Corporation (the "Board") has determined
that it is desirable and in the best  interests of the  Corporation  to grant to
the  Optionee a stock  option as an  incentive  for the  Optionee to advance the
interests of the Corporation;

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  Option  Agreement,  and  this  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 X 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 Corporation  hereby grants to
     the  Optionee  the right and option (the  "Option")  to purchase all or any
     part of the Option Shares of the Corporation'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.




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4.   Terms of Option.

         (a) Expiration  Date;  Term.  Subject to Section 4(d) 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) and 4(d)
         below,  the Option shall vest in proportion to the time elapsed between
         the Grant Date and the first anniversary of the Grant Date.

         (c) Change of Control.  In the event of a Change in Control (as defined
         in the last Section hereof),  the Option shall immediately become fully
         vested and exercisable.

         (d)  Termination  of Service as  Director.  (i) Except as  provided  in
         Section 4(d)(ii) hereof,  if the Optionee's  service as a member of the
         Board is terminated  for any reason  (other than death or  disability),
         the  Option (to the extent  vested on the date of  termination)  may be
         exercised at any time within one year 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.

         (ii) In the event the  Optionee's  service  as a member of the Board is
         terminated  because of death or  disability,  the Option (to the extent
         vested on the date of termination)  may be exercised at any time within
         three years after the  Optionee's  death or disability  (but not beyond
         the Term of the Option).  The Option,  to the extent not vested,  shall
         immediately expire upon such termination.

5.       Adjustment Upon Changes in Capitalization.

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

         (b) Any adjustment  under this Section 5 in the number of Option Shares
         and the Purchase Price 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  Corporation  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  Corporation,  or by money  transfers  or  direct  account
         debits to an account  designated by the  Corporation;  (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 Corporation;
         or (iv) by any  combination  of the  methods  described  in (i) through
         (iii) above.

         (b) The Corporation'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 and local  withholding  tax, if
         any. The Corporation  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 or local 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  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
     whose only partners are such family  members;  provided,  however,  that no
     consideration can be paid for the transfer of the Option and the transferee
     of the Option shall be subject to all  conditions  applicable to the Option
     prior to its transfer.

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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.   No Right to Continued  Service as Director.  Nothing contained herein shall
     be deemed to confer upon the  Optionee  any right to continue to serve as a
     member of the Board.

10.  Governing Law/Jurisdiction.  This 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.

11.  Resolution of Disputes.  Any disputes  arising under or in connection  with
     this 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;  provided,  however,
     that the cost of the arbitration,  including without limitation, reasonable
     attorneys'  fees of the  Optionee,  --------  ------- shall be borne by the
     Corporation  in the  event  the  Optionee  is the  prevailing  party in the
     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.

12.  Notices. Any notice required or permitted under this 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  records  with the
     Corporation, or such other address as the Optionee may designate in writing
     to the Corporation, or to the Corporation,  Attention: Corporate Secretary,
     or such other  address as the  Corporation  may designate in writing to the
     Optionee.

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

14.  Counterparts.  This  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.

15.  Miscellaneous.  This  Option  Agreement  cannot be  changed  or  terminated
     orally.  This 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.

16. Definitions. For purposes of this Option 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  "Change  in  Control"  shall  mean any of the  following
          events:

                           (1)(a) any Person (as defined in this  Section) is or
                  becomes the Beneficial  Owner of 20% or more of either (i) the
                  then   outstanding   Common  Stock  of  the  Corporation  (the
                  "Outstanding  Common Stock") or (ii) the combined voting power
                  of the then outstanding  securities entitled to vote generally
                  in the election of directors  of the  Corporation  (the "Total
                  Voting Power");  excluding,  however,  the following:  (A) any
                  acquisition by the Corporation or any of its affiliates or (B)
                  any  acquisition  by any  employee  benefit  plan (or  related
                  trust)  sponsored or maintained by the  Corporation  or any of
                  its  affiliates  and (b) 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

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                           (2) a change in the  composition  of the  Board  such
                  that the  individuals  who, as of the  effective  date of this
                  Employee   Option   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 Corporation'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

                           (3)  the   approval  by  the   stockholders   of  the
                  Corporation of a  reorganization,  merger or  consolidation or
                  sale or other  disposition of all or substantially  all of the
                  assets   of   the   Corporation   ("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  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
                  Corporation or all or substantially  all of the  Corporation'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 (b)  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

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

                           (5)  the   approval  by  the   stockholders   of  the
                  Corporation  of a complete  liquidation  or dissolution of the
                  Corporation;

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

         (IV) the term "Exchange Act" shall mean the Securities  Exchange Act of
         1934, as amended from time to time;

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

         (VI) 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; and

         (VII) the term "Strategic  Alliance Agreement" shall mean the Strategic
         Alliance  Agreement  among  the  Corporation,  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
                                  STOCK OPTION
                     HEXCEL CORPORATION INCENTIVE STOCK PLAN

         The following member of the Board of Directors of Hexcel Corporation, a
Delaware corporation  ("Hexcel"),  has been granted an option to purchase shares
of the Common Stock of Hexcel,  $.01 par value per share, in accordance with the
terms of this Notice of Grant and the  Retainer  Fee 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 Option Agreement.

----------------------------------------------------- --------------------------

Optionee

----------------------------------------------------- --------------------------
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Address of Optionee

----------------------------------------------------- --------------------------
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Grant Date                                            December 2, 1999

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Purchase Price                                        $2.8750

----------------------------------------------------- --------------------------
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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  Retainer  Fee Option  Agreement to which this Notice of
Grant is attached  and execute  this Notice of Grant and Option  Agreement as of
the Grant Date.


                                                     HEXCEL CORPORATION
Optionee

                                                     By:

                                                     Ira J. Krakower
                                                     Senior Vice President,
                                                     General Counsel & Secretary



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