Common use of Termination of Employment Change of Control Clause in Contracts

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. Any change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such termination; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. 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 continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee’s personal representative within 30 days of the date of such death. (c) Subject to Section 4(d), if the Grantee’s employment terminates for any reason other than death, Disability or Retirement, the Grantee shall forfeit all RSUs. (d) 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) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code, all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafter.

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. Any change Notwithstanding any other provision contained herein or in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(hPlan, (i) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If if the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee within 30 days of the date of such termination; providedGrantee, however, that (ii) if the Grantee Grantee's employment with the Company is a “specified employee” within involuntarily terminated other than for Cause (as defined in the meaning of last Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such terminationhereof), all RSUs shall immediately vest but shall not vest, be converted into shares of Common Stock and be immediately distributed to the Grantee until the earlier of Grantee, and (iiii) the date which is six months after the date of if the Grantee’s termination of employment and (ii) the date of the Grantee’s death. If the Grantee’s 's employment with the Company terminates due to the Grantee’s 's Retirement (as defined in the last Section hereof), all RSUs shall continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into in shares of Common Stock and be immediately distributed to the Grantee’s personal representative within 30 days of the date of such death. (cb) Subject to Section 4(d)4(a) hereof, if the Grantee’s 's employment with the Company is involuntarily terminated for Cause or the Grantee voluntarily terminates for any reason other than death, Disability or Retirementhis employment with the Company, the Grantee shall forfeit all RSUsRSUs which have not yet become vested as of the date of termination of employment. (dc) Notwithstanding any other provision contained herein or in the Plan, in In the event of a Change in Control (as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code), all RSUs shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafterGrantee.

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 termi-nation of employment. Any change Notwithstanding any other provision contained herein or in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(hPlan, (i) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If if the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs PARS shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee within 30 days of the date of such termination; providedGrantee, however, that (ii) if the Grantee Grantee's employment with the Company is a “specified employee” within involuntarily terminated other than for Cause (as defined in the meaning of last Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such terminationhereof), all RSUs PARS shall immediately vest but shall not vest, be converted into shares of Common Stock and be immediately distributed to the Grantee, (iii) if the Grantee until voluntarily terminates employment with the earlier Company, all vested PARS shall be converted into shares of (i) Common Stock and be immediately distributed to the date which Grantee, provided that the Grantee is six months after the date an employee of the Grantee’s termination of employment Company (or a Subsidiary) on December 31, 2002, and (iiiv) the date of if the Grantee’s death. If the Grantee’s 's employment with the Company terminates due to the Grantee’s 's Retirement (as defined in the last Section hereof), all RSUs PARS shall continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into in shares of Common Stock and be immediately distributed to the Grantee’s personal representative within 30 days ; 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 date 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 death. (c) Subject to Section 4(d)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 's employment with the Company is involuntarily terminated for Cause or the Grantee voluntarily terminates for any reason other than death, Disability or Retirementhis employment with the Company, the Grantee shall forfeit all RSUsPARS which have not yet become vested as of the date of termination of employment. (db) Notwithstanding any other provision contained herein or in the Plan, in In the event of a Change in Control (as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code), all RSUs PARS shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafterGrantee.

Termination of Employment Change of Control. (a) For purposes Except as set forth in this Section 6 or as otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if (i) Award Recipient ceases to be employed by the Company for any reason prior to the end of the grant hereunderPerformance Period, any transfer or (ii) Award Recipient breaches the confidentiality covenant as described in Section 11, then effective at the close of employment business on the date the Award Recipient ceases to be employed by the Grantee among Company, or the Company date the Award Recipient breaches the confidentiality covenant as described in Section 11 hereof, as applicable, all of Award Recipient’s Performance Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and its Subsidiaries forfeited in their entirety without any further obligation on the part of Alpha, such that Alpha shall not be considered a termination of employment. Any change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (obligated to issue any Shares or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employmentother compensation to Award Recipient with respect to such cancelled and forfeited Performance Shares. (b) If Unless otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Grantee dies or terminates employment due Award Recipient and the Company, if any, if during the Performance Period (i) the Award Recipient ceases to be employed by the Company as a result of Award Recipient's Permanent Disability (as defined in the last Section hereof)below) or death, all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such termination; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. If the Grantee’s Award Recipient's employment with is terminated by the Company terminates due other than for Cause (as defined below), or (iii) the Award Recipient ceases to be employed by the Grantee’s Company as a result of Award Recipient's Retirement (as defined below), the Award Recipient shall be entitled to receive a prorated portion of the Performance Shares to the extent earned pursuant to Section 4 above, determined at the end of the Performance Period and based on the ratio of the number of complete months the Award Recipient is employed or serves during the Performance Period to the total number of months in the last Section hereof), all RSUs shall continue Performance Period. Any Shares to vest (and be converted into an equivalent number of shares of Common Stock that which Award Recipient becomes entitled to receive pursuant to the preceding sentence will be distributed issued and delivered to the Grantee) Award Recipient in accordance with the provisions of Section 3 above. If the Grantee dies during the three year period immediately following the Retirement 5 of the GranteeAgreement; provided, then all RSUs that any payments due on the Award Recipient's death shall immediately vest, be converted into shares of Common Stock and be distributed paid to the Grantee’s personal representative within 30 days of the date of such deathAward Recipient's estate. (c) Subject In the event that a Change of Control occurs prior to Section 4(d), if the Grantee’s employment terminates for any reason other than death, Disability or Retirementend of the Performance Period, the Grantee Performance Shares that have not been previously cancelled and forfeited shall forfeit all RSUsbecome fully vested and payable at the Target Award level (and the Performance Period shall thereafter be deemed to have terminated). Payment of any amount pursuant to the preceding sentence may be made in cash and/or securities or other property, in the Committee's discretion, and will be made contemporaneous with the consummation of the Change of Control. (d) Notwithstanding For purposes of this Agreement and unless otherwise defined in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, the following terms shall have the following meanings: (i) a "Change of Control" shall mean (A) any other provision contained herein merger, consolidation or business combination in which the stockholders of Alpha immediately prior to the merger, consolidation or business combination do not own at least a majority of the outstanding equity interests of the surviving parent entity, (B) the sale of all or substantially all of Alpha's assets in a single transaction or a series of related transactions, (C) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Shares by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), (D) the stockholders of Alpha approve any plan for the dissolution or liquidation of Alpha, or (E) a contested election of directors, as a result of which or in connection with which the Planpersons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board; (ii) the term "Permanent Disability" shall mean Award Recipient's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by the Company; (iii) the term "Cause" shall mean "Employer Cause" as set forth in any employment agreement between the Award Recipient and the Company or, in the event absence of a Change in Control (such an agreement, "Cause" as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code, all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of by the Company’s employment policies in effect at the time of termination; and (iv) the term "Retirement" shall mean Award Recipient's retirement at Alpha’s normal retirement age, as soon as administratively practicable thereafterprescribed from time to time by Alpha’s employment or retirement policies then in effect, or retirement under circumstances approved by the Committee (either before or after retirement).

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. Any change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such termination; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. 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 continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee’s personal representative within 30 days of the date of such death. (c) Subject to Section 4(d), if the Grantee’s employment terminates for any reason other than death, Disability or Retirement, the Grantee shall forfeit all unvested RSUs. (d) 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) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code, all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafter.

Termination of Employment Change of Control. (a) For purposes of the grant hereunder, any transfer of employment by the Grantee among the Company and any of its Subsidiaries shall not be considered a termination of employment. Any or any other change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) ), shall not be considered a termination of employmentemployment by the Company or a Subsidiary. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If Subject to Section 5(d), if the Grantee dies Grantee’s employment with the Company or a Subsidiary terminates employment due to death or Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock RSU Shares and be distributed to the Grantee within 30 days of the date of such termination; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. If the Grantee’s employment with the Company or a Subsidiary terminates due to the Grantee’s Retirement (as defined in the last Section hereof), all RSUs shall continue to vest (and be converted into an equivalent number of shares of Common Stock RSU Shares that will be distributed to the Grantee) in accordance with Section 3 4 above. If If, following Grantee’s Retirement, the Grantee dies during prior to the three year period immediately following the Retirement third anniversary of the GranteeGrant Date, then all RSUs shall immediately vest, be converted into shares of Common Stock RSU Shares and be distributed to the Grantee’s personal representative within 30 days of the date of such death. (c) Subject to Section 4(d), if If the Grantee’s employment with the Company or a Subsidiary terminates for any reason other than due to death, Disability or Retirement, the Grantee shall forfeit all unvested RSUs. (d) 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) or of the termination of this Agreement is terminated within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code, and provided Grantee has been continuously employed with the Company and its Subsidiaries from the Grant Date through the date of such event or has terminated employment prior to the date of such event due to Retirement, then all RSUs shall immediately vest, be converted into shares of Common Stock RSU Shares and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafter.

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. Any change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such termination; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. 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 continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee’s personal representative within 30 days of the date of such death. (c) Subject to Section 4(d), if the Grantee’s employment terminates for any reason other than death, Disability or Retirement, the Grantee shall forfeit all RSUs. (d) 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) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code, all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafter.with

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. Any change Notwithstanding any other provision contained herein or in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(hPlan, (i) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If if the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee within 30 days of the date of such termination; providedGrantee, however, that (ii) if the Grantee Grantee’s employment with the Company is a “specified employee” within involuntarily terminated other than for Cause (as defined in the meaning of last Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such terminationhereof), all RSUs shall immediately vest but shall not vest, be converted into shares of Common Stock and be immediately distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment , and (iiiii) the date of the Grantee’s death. If 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 continue to vest (and vest, be converted into an equivalent number of in shares of Common Stock that will and be immediately distributed to the Grantee. (b) in accordance with Subject to Section 3 above. If 4(c), if the Grantee dies during voluntarily terminates his employment with the three year period immediately following the Retirement of the GranteeCompany, then all vested RSUs shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee’s personal representative within 30 days of Grantee and the date of such death. (c) Subject to Section 4(d), if Grantee shall forfeit all RSUs that have not vested. If the Grantee’s employment terminates with the Company is involuntarily terminated for any reason other than death, Disability or RetirementCause, the Grantee shall forfeit all RSUs, whether or not vested. (dc) Notwithstanding any other provision contained herein or in the PlanPlan 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) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code), all RSUs shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafterGrantee.

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. Any change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of Grantee. Notwithstanding the date of preceding sentence, if, in connection with such termination; provided, however, that if the Grantee is shall be deemed to be a “specified employee” within the meaning of Section section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986Code, as amended (and the “Code”) as of the date of regulations issued thereunder from time to time, such termination, all RSUs shall immediately vest but conversion and distribution shall not be converted into shares of Common Stock and distributed to the Grantee occur until the earlier of (i) the date which is six months after the date of the Grantee’s such termination of employment and (ii) or, if earlier, the date of the Grantee’s death); provided, however, that, if the Grantee is deemed a “specified employee” and becomes “disabled” within the meaning of section 409A(a)(2)(A)(ii) of the Code, and the regulations issued thereunder from time to time, such conversion and distribution shall occur upon the later to occur of the date of termination and the date the Grantee becomes so disabled. 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 continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee’s personal representative within 30 days of the date of such deathrepresentative. (cb) Subject to Section 4(dSections 4(a) and 4(c), if the Grantee voluntarily terminates his employment with the Company, or if the Grantee’s employment terminates for any reason with the Company is involuntarily terminated other than deathfor Cause (as defined in the last Section hereof), Disability or Retirementall vested RSUs shall immediately be converted into shares of Common Stock and 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. (dc) Notwithstanding any other provision contained herein or in the PlanPlan 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) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code), all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafterGrantee.

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. Any change Notwithstanding any other provision contained herein or in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(hPlan, (i) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If if the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs PARS shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee within 30 days of the date of such termination; providedGrantee, however, that (ii) if the Grantee Grantee's employment with the Company is a “specified employee” within involuntarily terminated other than for Cause (as defined in the meaning of last Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such terminationhereof), all RSUs PARS shall immediately vest but shall not vest, be converted into shares of Common Stock and be immediately distributed to the Grantee, (iii) if the Grantee until voluntarily terminates employment with the earlier Company, all vested PARS shall be converted into shares of (i) Common Stock and be immediately distributed to the date which Grantee, provided that the Grantee is six months after the date an employee of the Grantee’s termination of employment Company (or a Subsidiary) on December 31, 1999, and (iiiv) the date of if the Grantee’s death. If the Grantee’s 's employment with the Company terminates due to the Grantee’s 's Retirement (as defined in the last Section hereof), all RSUs PARS shall continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into in shares of Common Stock and be immediately distributed to the Grantee’s personal representative within 30 days ; 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 date 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 death. (c) Subject to Section 4(d)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 's employment with the Company is involuntarily terminated for Cause or the Grantee voluntarily terminates for any reason other than death, Disability or Retirementhis employment with the Company, the Grantee shall forfeit all RSUsPARS which have not yet become vested as of the date of termination of employment. (db) Notwithstanding any other provision contained herein or in the Plan, in In the event of a Change in Control (as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code), all RSUs PARS shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafterGrantee.

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. Any change Notwithstanding any other provision contained herein or in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(hPlan, (i) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If if the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs PARS shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee within 30 days of the date of such termination; providedGrantee, however, that (ii) if the Grantee Grantee's employment with the Company is a “specified employee” within involuntarily terminated other than for Cause (as defined in the meaning of last Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such terminationhereof), all RSUs PARS shall immediately vest but shall not vest, be converted into shares of Common Stock and be immediately distributed to the Grantee, (iii) if the Grantee until voluntarily terminates employment with the earlier Company, all vested PARS shall be converted into shares of (i) Common Stock and be immediately distributed to the date which Grantee, provided that the Grantee is six months after the date an employee of the Grantee’s termination of employment Company (or a Subsidiary) on December 31, 1998, and (iiiv) the date of if the Grantee’s death. If the Grantee’s 's employment with the Company terminates due to the Grantee’s 's Retirement (as defined in the last Section hereof), all RSUs PARS shall continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into in shares of Common Stock and be immediately distributed to the Grantee’s personal representative within 30 days ; 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 date 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 death. (c) Subject to Section 4(d)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 's employment with the Company is involuntarily terminated for Cause or the Grantee voluntarily terminates for any reason other than death, Disability or Retirementhis employment with the Company, the Grantee shall forfeit all RSUsPARS which have not yet become vested as of the date of termination of employment. (db) Notwithstanding any other provision contained herein or in the Plan, in In the event of a Change in Control (as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code), all RSUs PARS shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafterGrantee.

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. Any change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such termination; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. 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 continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee’s personal representative within 30 days of the date of such death. (c) Subject to Section 4(d5(d), if the Grantee’s employment terminates for any reason other than death, Disability or Retirement, the Grantee shall forfeit all unvested RSUs. (d) 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) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code, all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafter.

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. Any change Notwithstanding any other provision contained herein or in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment.Plan, (bi) If if the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs PARS shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee within 30 days of the date of such termination; providedGrantee, however, that (ii) if the Grantee Grantee's employment with the Company is a “specified employee” within involuntarily terminated other than for Cause (as defined in the meaning of last Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such terminationhereof), all RSUs PARS shall immediately vest but shall not vest, be converted into shares of Common Stock and be immediately distributed to the Grantee, (iii) if the Grantee until voluntarily terminates employment with the earlier Company, all vested PARS shall be converted into shares of (i) Common Stock and be immediately distributed to the date which Grantee, provided that the Grantee is six months after the date an employee of the Grantee’s termination of employment Company (or a Subsidiary) on December 31, 2000, and (iiiv) the date of if the Grantee’s death. If the Grantee’s 's employment with the Company terminates due to the Grantee’s 's Retirement (as defined in the last Section hereof), all RSUs PARS shall continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into in shares of Common Stock and be immediately distributed to the Grantee’s personal representative within 30 days ; 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 date 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 death. (c) Subject to Section 4(d)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 's employment with the Company is involuntarily terminated for Cause or the Grantee voluntarily terminates for any reason other than death, Disability or Retirementhis employment with the Company, the Grantee shall forfeit all RSUsPARS which have not yet become vested as of the date of termination of employment. (db) Notwithstanding any other provision contained herein or in the Plan, in In the event of a Change in Control (as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code), all RSUs PARS shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafterGrantee.

Termination of Employment Change of Control. (a) For purposes of the grant hereunder, any transfer of employment by the Grantee among within the Company and its Subsidiaries shall not be considered a termination of employment. Any Hexcel Group or any other change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) ), shall not be considered a termination of employmentemployment by the applicable member of the Hexcel Group. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If the Grantee dies or Grantee’s employment with a member of the Hexcel Group terminates employment due to death or Disability (as defined in the last Section hereof), all RSUs Restricted Units shall immediately vest, be converted into shares of Common Stock RSU Shares and be distributed to the Grantee within 30 days of the date of such termination; provided. Subject to Sections 5(d) and 5(e), however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. If the Grantee’s employment with a member of the Company Hexcel Group terminates due to the Grantee’s Retirement involuntary separation other than for Cause (as defined in the last Section hereof), all RSUs Restricted Units shall continue to vest (and be converted into an equivalent number of shares of Common Stock RSU Shares that will be distributed to the Grantee) in accordance with Section 3 4 above. If If, following Grantee’s involuntary separation other than for Cause, the Grantee dies during prior to the three year period immediately following the Retirement sixth anniversary of the GranteeGrant Date, then all RSUs Restricted Units shall immediately vest, be converted into shares of Common Stock RSU Shares and be distributed to the Grantee’s personal representative within 30 days of the date of such death. (c) Subject to Section 4(dSections 5(d) and 5(e), if the Grantee’s employment with a member of the Hexcel Group terminates for any reason other than due to death, Disability or Retirementinvoluntary separation other than for Cause, the Grantee shall forfeit all RSUsunvested Restricted Units. (d) Notwithstanding any other provision contained herein or in the Plan, in the event Grantee’s employment with a member of the Hexcel Group is terminated without Cause or is terminated by the Grantee for Good Reason (as defined in the last Section hereof) (i) during the period of a Potential Change in Control (as defined in the last Section hereof), (ii) before a Change in Control at the request of a Person (as defined in the last Section hereof) who, directly or indirectly, takes any action designed to cause a Change in Control (as defined in the last Section hereof), or (iii) upon or within two years following a Change in Control, then all Restricted Units shall immediately vest. In the event of a termination under this subsection (d) that occurs prior to a Change in Control, the vested Restricted Units shall be converted into RSU Shares and be distributed to the Grantee within 30 days of the closing of the Change in Control. In the event of a termination under this subsection (d) that occurs on or after a Change in Control, the vested Restricted Units shall be converted into RSU Shares and be distributed to the Grantee within 30 days of the Grantee’s termination date, subject to Section 9(e) below. (e) Notwithstanding any other provision contained herein or in the Plan, in the event this Agreement is terminated within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Internal Revenue Code (the “Code”), and provided Grantee has been continuously employed with the Hexcel Group from the Grant Date through the date of such event or has terminated employment prior to the date of such event due to involuntary separation other than for Cause, then all RSUs Restricted Units shall immediately vest, be converted into shares of Common Stock RSU Shares and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafter.

Termination of Employment Change of Control. (a) For purposes of the grant hereunder, any transfer of employment by the Grantee among the Company and any of its Subsidiaries shall not be considered a termination of employment. Any or any other change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) ), shall not be considered a termination of employmentemployment by the Company or a Subsidiary. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If Subject to Section 5(d), if the Grantee dies Grantee’s employment with the Company or a Subsidiary terminates employment due to death or Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock RSU Shares and be distributed to the Grantee within 30 days of the date of such termination; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. If the Grantee’s employment with the Company or a Subsidiary terminates due to the Grantee’s Retirement (as defined in the last Section hereof), all RSUs shall continue to vest (and be converted into an equivalent number of shares of Common Stock RSU Shares that will be distributed to the Grantee) in accordance with Section 3 4 above. If If, following Grantee’s Retirement, the Grantee dies during prior to the three year period immediately following the Retirement third anniversary of the GranteeGrant Date, then all RSUs shall immediately vest, be converted into shares of Common Stock RSU Shares and be distributed to the Grantee’s personal representative within 30 days of the date of such death. (c) Subject to Section 4(d), if If the Grantee’s employment with the Company or a Subsidiary terminates for any reason other than due to death, Disability or Retirement, the Grantee shall forfeit all unvested RSUs. (d) 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) or of the termination of this Agreement is terminated within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Internal Revenue Code (the “Code”), and provided Grantee has been continuously employed with the Company and its Subsidiaries from the Grant Date through the date of such event or has terminated employment prior to the date of such event due to Retirement, then all RSUs shall immediately vest, be converted into shares of Common Stock RSU Shares and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafter.

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. Any change Notwithstanding any other provision contained herein or in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(hPlan, (i) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If if the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs PARS shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee within 30 days of the date of such termination; providedGrantee, however, that (ii) if the Grantee Grantee's employment with the Company is a “specified employee” within involuntarily terminated other than for Cause (as defined in the meaning of last Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such terminationhereof), all RSUs PARS shall immediately vest but shall not vest, be converted into shares of Common Stock and be immediately distributed to the Grantee, (iii) if the Grantee until voluntarily terminates employment with the earlier Company, all vested PARS shall be converted into shares of (i) Common Stock and be immediately distributed to the date which Grantee, provided that the Grantee is six months after the date an employee of the Grantee’s termination of employment Company (or a Subsidiary) on December 31, 2003, and (iiiv) the date of if the Grantee’s death. If the Grantee’s 's employment with the Company terminates due to the Grantee’s 's Retirement (as defined in the last Section hereof), all RSUs PARS shall continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into in shares of Common Stock and be immediately distributed to the Grantee’s personal representative within 30 days ; 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 date 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 death. (c) Subject to Section 4(d)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 's employment with the Company is involuntarily terminated for Cause or the Grantee voluntarily terminates for any reason other than death, Disability or Retirementhis employment with the Company, the Grantee shall forfeit all RSUsPARS which have not yet become vested as of the date of termination of employment. (db) Notwithstanding any other provision contained herein or in the Plan, in In the event of a Change in Control (as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code), all RSUs PARS shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafterGrantee.

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. Any change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of Grantee. Notwithstanding the date of preceding sentence, if, in connection with such termination; provided, however, that if the Grantee is shall be deemed to be a “specified employee” within the meaning of Section section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986Code, as amended (and the “Code”) as of the date of regulations issued thereunder from time to time, such termination, all RSUs shall immediately vest but conversion and distribution shall not be converted into shares of Common Stock and distributed to the Grantee occur until the earlier of (i) the date which is six months after the date of the Grantee’s such termination of employment and (ii) or, if earlier, the date of the Grantee’s death); provided, however, that, if the Grantee is deemed a “specified employee” and becomes “disabled” within the meaning of section 409A(a)(2)(A)(ii) of the Code, and the regulations issued thereunder from time to time, such conversion and distribution shall occur upon the later to occur of the date of termination and the date the Grantee becomes so disabled. 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 continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee’s personal representative within 30 days of the date of such deathrepresentative. (cb) Subject to Section 4(d4(c), if the Grantee’s employment terminates for any reason other than death, Disability or Retirement, the Grantee shall forfeit all RSUs. (dc) 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) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code), all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafterGrantee.

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. Any change Notwithstanding any other provision contained herein or in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(hPlan, (i) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If if the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs PARS shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee within 30 days of the date of such termination; providedGrantee, however, that (ii) if the Grantee Grantee's employment with the Company is a “specified employee” within involuntarily terminated other than for Cause (as defined in the meaning of last Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such terminationhereof), all RSUs PARS shall immediately vest but shall not vest, be converted into shares of Common Stock and be immediately distributed to the Grantee, (iii) if the Grantee until voluntarily terminates employment with the earlier Company, all vested PARS shall be converted into shares of (i) Common Stock and be immediately distributed to the date which Grantee, provided that the Grantee is six months after the date an employee of the Grantee’s termination of employment Company (or a Subsidiary) on December 31, 2001, and (iiiv) the date of if the Grantee’s death. If the Grantee’s 's employment with the Company terminates due to the Grantee’s 's Retirement (as defined in the last Section hereof), all RSUs PARS shall continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into in shares of Common Stock and be immediately distributed to the Grantee’s personal representative within 30 days ; 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 date 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 death. (c) Subject to Section 4(d)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 's employment with the Company is involuntarily terminated for Cause or the Grantee voluntarily terminates for any reason other than death, Disability or Retirementhis employment with the Company, the Grantee shall forfeit all RSUsPARS which have not yet become vested as of the date of termination of employment. (db) Notwithstanding any other provision contained herein or in the Plan, in In the event of a Change in Control (as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code), all RSUs PARS shall immediately vest, be converted into shares of Common Stock and be immediately distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafterGrantee.

Termination of Employment Change of Control. (a) For purposes of the grant hereunder, any transfer of employment by the Grantee among within the Company and its Subsidiaries shall not be considered a termination of employment. Any Hexcel Group or any other change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) ), shall not be considered a termination of employmentemployment by the applicable member of the Hexcel Group. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If Subject to Section 5(d), if the Grantee dies or Grantee’s employment with a member of the Hexcel Group terminates employment due to Disability (as defined in the last Section hereof)death, all RSUs Restricted Units shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such termination; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. 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 continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into shares of Common Stock RSU Shares and be distributed to the Grantee’s personal representative within 30 days of the date of such termination. If the Grantee’s employment with a member of the Hexcel Group terminates due to involuntary separation other than (x) for Cause or (y) death, all Restricted Units shall continue to vest (and be converted into an equivalent number of RSU Shares that will be distributed to the Grantee) in accordance with Section 4 above on the applicable Vesting Date. If, following Xxxxxxx’s involuntary separation other than for Cause or termination by the Hexcel Group following the Grantee’s Disability, (i) the Grantee dies prior to the earlier of (A) the sixth anniversary of the Grant Date or (B) a Change in Control (as defined in the last Section hereof), then all Restricted Units shall immediately vest, be converted into RSU Shares and be distributed to the Grantee’s personal representative within 30 days of the date of such death or (ii) a Change in Control occurs prior to the sixth anniversary of the Grant Date, then on the closing of the Change in Control all Restricted Units shall immediately vest, be converted into RSU Shares and be distributed to the Grantee within 30 days of the closing of the Change in Control. (c) Subject to Section 4(d), if If the Grantee’s employment with a member of the Hexcel Group terminates for any reason other than due to death, Disability or Retirementinvoluntary separation other than for Cause or, as provided in Section 5(d) below, resignation by the Grantee for Good Reason (as defined in the last Section hereof) within the two year period following a Change in Control, the Grantee shall forfeit all RSUsunvested Restricted Units. (d) Notwithstanding any other provision contained herein or in the Plan, in the event Xxxxxxx’s employment with a member of the Hexcel Group is terminated without Cause or the Grantee resigns for Good Reason, in either case, within two years following a Change in Control (as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the CodeControl, then all RSUs Restricted Units shall immediately vest, vest and the vested Restricted Units shall be converted into shares of Common Stock RSU Shares and be distributed to the Grantee within 30 days of the date of such event or (in Grantee’s employment termination date, subject to Section 9(e) below. Notwithstanding anything herein to the event of a complete liquidation or dissolution contrary, the provisions of the CompanyPlan applicable to an event described in Article X(d) of the Plan, which would include a Change in Control, shall apply to the Restricted Units and, in such event, the Committee may take such actions as soon it deemed appropriate pursuant to the Plan, consistent with the requirements of the Applicable Regulations (as administratively practicable thereafterdefined below).