Common use of Resignations and Replacements Clause in Contracts

Resignations and Replacements. (a) If at any time a member of the Board resigns (pursuant to this Section 2.05 or otherwise) or is removed in accordance with applicable law or Hexcel's by-laws, a new member shall be designated to replace such member until the next election of directors. If consistent with Section 2.02 the replacement director is to be an Investor Director, the party that designated such Investor Director shall designate the replacement Investor Director. Except as set forth in paragraph (c) below, if consistent with Section 2.02, the replacement director is to be a Non-Investor Director, such Non-Investor Director (including the Chairman of the Board if he or she is a Non-Investor Director) shall be designated in accordance with the terms of this Agreement. (b) Subject to paragraph (c) below, if at any time the number of Investor Nominees entitled to be nominated to the Board in accordance with this Agreement in an election of directors presented to stockholders would decrease, within 10 days thereafter the Investors shall cause a sufficient number of Investor Directors to resign from the Board so that the number of Investor Directors on the Board after such resignation(s) equals the number of Investor Nominees that the Investors would have been entitled to designate had an election of directors taken place at such time. The Investors shall also cause a sufficient number of Investor Directors to resign from any relevant committees of the Board so that such committees are comprised in the manner contemplated by Section 2.04 after giving effect to such resignations. Any vacancies created by the resignations required by this Section 2.05(b) shall be filled by Independent Directors. (c) If at any time the percentage of the Total Voting Power of Hexcel Beneficially Owned by the Investors decreases as a result of an issuance of Voting Securities by Hexcel (other than any of the issuances described in the last sentence of this Section 2.05(c)), the Investors may notify Hexcel that the Investors intend to acquire a sufficient amount of additional Voting Securities in accordance with this Agreement necessary to maintain their then current level of Board representation within 90 days. In such event, until the end of such period (and thereafter if the Investors in fact restore their percentage of the Total Voting Power of Hexcel during such period and provided that the Investors continue to maintain the requisite level of Beneficial Ownership of Voting Securities in accordance with Section 2.02) the Board shall continue to have the number of Investor Directors that corresponds to the percentage of the Total Voting Power of Hexcel Beneficially Owned by the Investors prior to such issuance of Voting Securities by Hexcel. Notwithstanding any provision herein to the contrary, the provisions of this Section 2.05(c) shall not apply to any issuances of Voting Securities (x) upon conversion of any convertible securities which are either outstanding on the date hereof (including, without limitation, issuances of securities upon any payment of dividends on, redemption of, or otherwise payable with respect to the Series A Convertible Preferred Stock or Series B Convertible Preferred Stock) or approved by the Board or a duly authorized committee of the Board after the date hereof in accordance with Section 2.06 hereof, or (y) pursuant to employee or director stock option or incentive compensation or similar plans outstanding as of the date hereof or, subsequent to the date hereof, approved by the Board or a duly authorized committee of the Board.

Resignations and Replacements. (a) If at any time a member of the Board resigns (pursuant to this Section 2.05 or otherwise) or is removed in accordance with applicable law or Hexcel's by-lawsremoved, a new member shall be designated to replace such member until the next election of directors. If consistent with Section 2.02 the replacement director is to be an Investor a Ciba Director, the party that designated such Investor Director Ciba shall designate the replacement Investor Ciba Director. If the former member was the Chairman or President, the replacement Chairman or President, respectively, shall be the replacement. Except as set forth in paragraph (c) below, if consistent with Section 2.02, the replacement director is to be a Non-Investor Directoran Independent Director (other than the Chairman or President), such Non-Investor Director the remaining Independent Directors (including the Chairman of and the Board President if he or she is a Non-Investor an Independent Director) shall be designated in accordance with designate the terms of this Agreementreplacement Independent Director. (b) Subject to paragraph (c) below, if at any time the percentage of the Total Voting Power of Hexcel Beneficially Owned by Ciba decreases to a point at which the number of Investor Ciba Nominees entitled to be nominated to the Board in accordance with this Agreement in an election of directors presented to stockholders would decrease, within 10 days thereafter the Investors Ciba shall cause a sufficient number of Investor Ciba Directors to resign from the Board so that the number of Investor Ciba Directors on the Board after such resignation(s) equals the number of Investor Ciba Nominees that the Investors Ciba would have been entitled to designate had an election of directors taken place at such time. The Investors Ciba shall also cause a sufficient number of Investor Ciba Directors to resign from any relevant committees of the Board so that such committees are comprised in the manner contemplated by Section 2.04 after giving effect to such resignations. Any vacancies created by the resignations required by this Section 2.05(b) shall be filled by Independent Directors. (c) If at any time the percentage of the Total Voting Power of Hexcel Beneficially Owned by the Investors Ciba decreases as a result of an issuance of Voting Securities by Hexcel (other than any of the issuances described in the last sentence of this Section 2.05(c))Hexcel, the Investors Ciba may notify Hexcel that the Investors intend Ciba intends to acquire a sufficient amount of additional Voting Securities in accordance with this Agreement necessary to maintain their its then current level of Board representation within 90 days, provided, however, that if during such period (or any extension under this proviso), Ciba is prohibited from purchasing Voting Securities in order to comply with applicable law or refrains from such purchases at Hexcel's request, such period shall be extended by the number of days during which Ciba is so prohibited or so refrains. In such event, until the end of such period (and thereafter if the Investors Ciba in fact restore their restores its percentage of the Total Voting Power of Hexcel during such period and provided that the Investors continue Ciba continues to maintain the requisite level of Beneficial Ownership of Voting Securities in accordance with Section 2.02) the Board shall continue to have the number of Investor Ciba Directors that corresponds to the percentage of the Total Voting Power of Hexcel Beneficially Owned by the Investors Ciba prior to such issuance of Voting Securities by Hexcel. Notwithstanding any provision herein to the contrary, the provisions of this Section 2.05(c) shall not apply to any issuances of Voting Securities (x) upon conversion of any convertible securities which are either outstanding on the date hereof (including, without limitation, issuances of securities upon any payment of dividends on, redemption of, or otherwise payable with respect to the Series A Convertible Preferred Stock or Series B Convertible Preferred Stock) or approved by the Board or a duly authorized committee of the Board after the date hereof in accordance with Section 2.06 hereof, or (y) pursuant to employee or director stock option or incentive compensation or similar plans outstanding as of the date hereof or, subsequent to the date hereof, approved by the Board or a duly authorized committee of the Board.

Resignations and Replacements. (a) If at any time a member of the Board resigns (pursuant to this Section 2.05 or otherwise) or is removed in accordance with applicable law or Hexcel's by-laws, a new member shall be designated to replace such member until the next election of directors. If consistent with Section 2.02 the replacement director is to be an Investor Investors' Director, the party that designated such Investor Investors' Director shall designate the replacement Investor Investors' Director. If the former member was the Chairman, the replacement Chairman shall be the replacement. Except as set forth in paragraph (c) below, if consistent with Section 2.02, the replacement director is to be a Non-Investor Directoran Independent Director (other than the Chairman), such Non-Investor Director the remaining Independent Directors (including the Chairman of the Board if he or she is a Non-Investor an Independent Director) shall be designated in accordance with designate the terms of this Agreementreplacement Independent Director. (b) Subject to paragraph (c) below, if at any time the number of Investor Investors' Nominees entitled to be nominated to the Board in accordance with this Agreement in an election of directors presented to stockholders would decrease, within 10 days thereafter GS Capital and the Investors shall cause a sufficient number of Investor Investors' Directors to resign from the Board so that the number of Investor Investors' Directors on the Board after such resignation(s) equals the number of Investor Investors' Nominees that GS Capital and the Investors would have been entitled to designate had an election of directors taken place at such time. The GS Capital and the Investors shall also cause a sufficient number of Investor Investors' Directors to resign from any relevant committees of the Board so that such committees are comprised in the manner contemplated by Section 2.04 after giving effect to such resignations. Any vacancies created by the resignations required by this Section 2.05(b) shall be filled by Independent Directors. (c) If at any time the percentage of the Total Voting Power of Hexcel Beneficially Owned by the Investors decreases as a result of an issuance of Voting Securities by Hexcel (other than any of the issuances described in the last sentence of this Section 2.05(c)), the Investors may notify Hexcel that the Investors intend to acquire a sufficient amount of additional Voting Securities in accordance with this Agreement necessary to maintain their then current level of Board representation within 90 days. In such event, until the end of such period (and thereafter if the Investors in fact restore their percentage of the Total Voting Power of Hexcel during such period and provided that the Investors continue to maintain the requisite level of Beneficial Ownership of Voting Securities in accordance with Section 2.02) the Board shall continue to have the number of Investor Investors' Directors that corresponds to the percentage of the Total Voting Power of Hexcel Beneficially Owned by the Investors prior to such issuance of Voting Securities by Hexcel. Notwithstanding any provision herein to the contrary, the provisions of this Section 2.05(c) shall not apply to any issuances issuance of Voting Securities (x) in connection with the registered public offering of up to 6,900,000 shares of Hexcel Common Stock permitted by Section 2.06(iv) of this Agreement, (y) upon conversion of any convertible securities which are either outstanding on the date hereof (including, without limitation, issuances of securities upon any payment of dividends on, redemption of, or otherwise payable with respect to the Series A Convertible Preferred Stock or Series B Convertible Preferred Stock) or approved by the Board or a duly authorized committee of the Board after the date hereof in accordance with Section 2.06 hereof, or (yz) pursuant to employee or director stock option or incentive compensation or similar plans outstanding as of the date hereof or, subsequent to the date hereof, approved by the Board or a duly authorized committee of the Board.

Resignations and Replacements. (ai) If Subject to paragraph (ii) below, if at any time a member of the Board an Investor Director resigns (pursuant to this Section 2.05 or otherwise) or is removed in accordance with applicable law Law or Hexcel's the Company’s by-laws, a new member shall be designated to replace such member until the next election of directors. If consistent with Section 2.02 the replacement director is to be an Investor Director, the party that designated such Investor Director shall designate be nominated by the replacement Investor Director. Except as Nominating Committee pursuant to the procedures set forth in paragraph (c) below, if consistent with this Section 2.02, the replacement director is to be a Non-Investor Director, such Non-Investor Director (including the Chairman of the Board if he or she is a Non-Investor Director) shall be designated in accordance with the terms of this Agreement7.3. (bii) Subject to paragraph (ciii) below, if at any time the number of Investor Nominees entitled to be nominated to the Board in accordance with this Agreement Section 7.2(a) in an election of directors presented to stockholders would decrease, within 10 days thereafter the Investors Investor shall use its reasonable best efforts to cause a sufficient number of Investor Directors to resign from the Board so that the number of Investor Directors on the Board after such resignation(s) equals the number of Investor Nominees that the Investors Investor would have been entitled to designate had an election of directors taken place at such time. The Investors shall also cause a sufficient number of Investor Directors to resign from any relevant committees of the Board so that such committees are comprised in the manner contemplated by Section 2.04 after giving effect to such resignations. Any vacancies created by the resignations required by this Section 2.05(b7.3(c)(ii) shall be filled with Non-Investor Directors as designated by Independent Directorsthe Nominating Committee. (ciii) If at any time the percentage of the Total Voting Power of Hexcel the Company Beneficially Owned by the Investors Investor decreases as a result of an issuance of Voting Securities Stock by Hexcel the Company (other than any of the issuances described in the last sentence of this Section 2.05(c)Excluded Issuance), the Investors Investor may in good faith notify Hexcel the Company that the Investors intend Investor intends to acquire a sufficient amount of additional Voting Securities Stock in accordance with and to the extent permitted by Section 7.4(b) of this Agreement necessary to maintain their its then current level of Board representation within 90 days. In such event, until the end of such period (and thereafter if the Investors Investor in fact restore their restores its percentage to the extent necessary to maintain its then current level of the Total Voting Power of Hexcel during such period Board representation and provided that the Investors continue Investor continues to maintain the requisite level of Beneficial Ownership of Voting Securities Stock in accordance with Section 2.027.2(a)) the Board shall continue to have the number of Investor Directors that corresponds to the percentage of the Total Voting Power of Hexcel the Company Beneficially Owned by the Investors Investor prior to such issuance of Voting Securities by Hexcel. Notwithstanding any provision herein to the contrary, the provisions of this Section 2.05(c) shall not apply to any issuances of Voting Securities (x) upon conversion of any convertible securities which are either outstanding on the date hereof (including, without limitation, issuances of securities upon any payment of dividends on, redemption of, or otherwise payable with respect to the Series A Convertible Preferred Stock or Series B Convertible Preferred Stock) or approved by the Board or a duly authorized committee of the Board after the date hereof in accordance with Section 2.06 hereof, or (y) pursuant to employee or director stock option or incentive compensation or similar plans outstanding as of the date hereof or, subsequent to the date hereof, approved by the Board or a duly authorized committee of the BoardCompany.

Resignations and Replacements. (ai) If Subject to paragraph (ii) below, if at any time a member of the Board an Investor Director resigns (pursuant to this Section 2.05 or otherwise) or is removed in accordance with applicable law Law or Hexcel's the Company’s by-laws, a new member Investor Director shall be designated by the Investor and appointed by the Board pursuant to replace such member until the next election of directors. If consistent with Section 2.02 the replacement director is to be an Investor Director, the party that designated such Investor Director shall designate the replacement Investor Director. Except as procedures set forth in paragraph (c) belowthis Section 8.3, if consistent with Section 2.02, subject to the replacement director is to be a Non-Investor Director, such Non-Investor Director (including the Chairman reasonable approval of the Board if he or she is a Non-Investor Director) shall be designated in accordance with Nominating Committee and further subject to applicable Law and the terms of this AgreementNominating Committee’s fiduciary duties. (bii) Subject to paragraph (ciii) below, if at any time the number of Investor Nominees entitled to be nominated to the Board in accordance with this Agreement Section 8.2(a) in an election of directors presented to stockholders would decreasedecreases, within 10 days thereafter the Investors Investor shall cause a sufficient number of Investor Directors to resign from the Board so that the number of Investor Directors on the Board after such resignation(s) equals the number of Investor Nominees that the Investors Investor would have been entitled to designate had an election of directors taken place at such time. The Investors shall also cause a sufficient number of Investor Directors to resign from any relevant committees of the Board so that such committees are comprised in the manner contemplated by Section 2.04 after giving effect to such resignations. Any vacancies created by the resignations required by this Section 2.05(b8.3(c)(ii) shall be filled with Non-Investor Directors as designated by Independent Directorsthe Nominating Committee. (ciii) If at any time the percentage of the Total Voting Power Common Stock of Hexcel the Company (notwithstanding the definition of “Beneficially Own,” counting any shares of Preferred Stock on an as converted basis) Beneficially Owned by the Investors Investor 13(d) Group decreases as a result of an issuance of Voting Securities Common Stock by Hexcel the Company (other than any of the issuances described in the last sentence of this Section 2.05(c)Excluded Issuance), the Investors may Investor may, in good faith, notify Hexcel the Company within 90 days that the Investors intend Investor 13(d) Group intends to acquire a sufficient amount of additional Voting Securities Common Stock in accordance with this Agreement and to the extent permitted by Section 8.4(b) necessary to maintain their its then current level of Board representation within 90 daysrepresentation. In such event, until the end of such 90-day period (and thereafter if the Investors Investor 13(d) Group in fact restore their restores its percentage to the extent necessary to maintain its then current level of the Total Voting Power of Hexcel during such period Board representation and provided that the Investors continue Investor 13(d) Group continues to maintain the requisite level of Beneficial Ownership of Voting Securities Common Stock in accordance with Section 2.028.2(a)) the Board shall continue to have the number of Investor Directors that corresponds to the percentage of the Total Voting Power Common Stock of Hexcel the Company (notwithstanding the definition of “Beneficially Own,” counting any shares of Preferred Stock on an as converted basis) Beneficially Owned by the Investors Investor 13(d) Group prior to such issuance of Voting Securities by Hexcel. Notwithstanding any provision herein to the contrary, the provisions of this Section 2.05(c) shall not apply to any issuances of Voting Securities (x) upon conversion of any convertible securities which are either outstanding on the date hereof (including, without limitation, issuances of securities upon any payment of dividends on, redemption of, or otherwise payable with respect to the Series A Convertible Preferred Common Stock or Series B Convertible Preferred Stock) or approved by the Board or a duly authorized committee of the Board after the date hereof in accordance with Section 2.06 hereof, or (y) pursuant to employee or director stock option or incentive compensation or similar plans outstanding as of the date hereof or, subsequent to the date hereof, approved by the Board or a duly authorized committee of the BoardCompany.