Exhibit 10.5
SUPPLEMENTAL EXECUTIVE
RETIREMENT AGREEMENT
AGREEMENT made as of the 10th day of May, 2000, between Hexcel
Corporation, a Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxxx (the
"Executive").
WHEREAS, the Executive is presently employed by the Company as
Executive Vice President and Chief Financial Officer; and
WHEREAS, the Company is willing to provide the Executive with
certain benefits in the event of the retirement from or termination of the
Executive's employment with the Company;
NOW, THEREFORE, in consideration of the continued employment
of the Executive by the Company and the benefits to be derived by the Executive
hereunder, the parties mutually agree as follows:
ARTICLE I
DEFINITIONS
The following terms when used in this Agreement shall have the
designated meaning, unless a different meaning is clearly required by the
context.
1.1 ACTUARIAL EQUIVALENCE. Determinations hereunder of actuarial value,
actuarial equivalence or the like shall be made by the Company's independent
actuary, using the mortality and other applicable actuarial assumptions
specified, from time to time, in the Hexcel Corporation Pension Plan (the
"Pension Plan") or any successor plan thereto; PROVIDED, however, that for the
purpose of determining any lump sum amount under this Agreement, or the amount
of reduction to reflect the payment of a special benefit under Section 2.3,
actuarial equivalence shall be determined using an interest rate equal to 120%
of the rate published by the Pension Benefit Guaranty Corporation for purposes
of plans terminating in the month in which benefit payments are to commence
hereunder.
1.2 AFFILIATE. Any trade or business, whether or not incorporated, which at the
time of reference (i) controls, is controlled by or is under common control with
the Company within the meaning of section 414(b) or (c) of the Code, or (ii) is,
together with the Company, a member of an affiliated service group within the
meaning of section 414(m) of the Code.
1.3 BOARD. The Board of Directors of the Company.
1.4 CAUSE. Cause shall mean:
I.0.1 The willful and continued failure by the Executive to
substantially perform his duties with the Company (other than any such failure
resulting from the Executive's incapability due to physical or mental illness or
any such actual or anticipated failure after the issuance of a Notice of
Termination by the Executive for Good Reason) after demand for substantial
performance is delivered by the Company specifically identifies the manner in
which the Company believes the Executive has not substantially performed his
duties; or
I.0.2 The willful engaging by the Executive in misconduct that
is demonstrably and materially injurious to the Company, monetarily or otherwise
including, but not limited to, conduct that would constitute a violation of
Section 6 of the Executive Severance Agreement if engaged in during the time
period described therein. No act, or failure to act, on the Executive's part
shall be considered "willful" unless done, or omitted to be done, by him not in
good faith and without reasonable belief that his action or omission was in the
best interest of the Company. Notwithstanding the foregoing, the Executive shall
not be deemed to have been terminated for Cause without (i) reasonable notice
from the Board to the Executive setting forth the reasons for the Company's
intention to terminate for Cause, (ii) delivery to the Executive of a resolution
duly adopted by the affirmative vote of two-thirds or more of the Board then in
office (excluding the Executive if he is then a member of the Board) at a
meeting of the Board called and held for such purpose, finding that in the good
faith opinion of the Board, the Executive was guilty of the conduct herein set
forth and specifying the particulars thereof in detail, (iii) an opportunity for
the Executive, together with his counsel, to be head before the Board, and (iv)
delivery to the Executive of a Notice of Termination from the Board specifying
the particulars thereof in detail.
1.5 CHANGE IN CONTROL. Change in Control shall mean the first to occur of
the following events:
I.0.1 (i) Any person (as defined in Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as modified
and used in Section 13(d) and 14(d) of the Exchange Act, but excluding Ciba for
so long as Ciba is subject to the restrictions imposed by the Governance
Agreement) (a "Person") is or becomes the Beneficial Owner (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A)
the then outstanding Common Stock of the Company (the "Outstanding Common
Stock") or (B) the combined voting power of the then outstanding securities
entitled to vote generally in the election of directors of the Company (the
"Total Voting Power"); excluding, however, the following: (x) any acquisition by
the Company or any of its affiliates or (y) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any of
its affiliates and (ii) Ciba Beneficially Owns, in the aggregate, a lesser
percentage of the Total Voting Power than such Person Beneficially Owns.
I.0.2 A change in the composition of the Board such that the
individuals who, as of the effective date of this Agreement, constitute the
Board (such individuals shall be hereinafter referred to as the "Incumbent
Directors") cease for any reason to constitute at least a majority of the Board;
PROVIDED, HOWEVER, for purposes of this definition, that any individual who
becomes a director subsequent to such effective date, whose election, or
nomination for election by the Company's stockholders, was made or approved
pursuant to the Governance Agreement or by a vote of at least a majority of the
Incumbent Directors (or directors whose election or nomination for election was
previously so approved) shall be considered a member of the Incumbent Board;
but, PROVIDED, FURTHER, that any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a person or legal entity other than the Board shall not be so
considered a member of the Incumbent Board.
I.0.3 The effective date of a reorganization, merger or
consolidation or the approval by the stockholders of the Company of a sale or
other disposition of all or substantially all of the assets of the Company
("Corporate Transaction"); excluding, however, such a Corporate Transaction (1)
pursuant to which all or substantially all of the individuals and entities who
are the beneficial owners, respectively, of the Outstanding Common Stock and
Total Voting Power immediately prior to such Corporate Transaction will
beneficially own, directly or indirectly, more than 50%, respectively, of the
outstanding common stock and the combined voting power of the then outstanding
securities entitled to vote generally in the election of directors of the
company resulting from such Corporate Transaction (including, without
limitation, a corporation which as a result of such transaction owns the Company
or all or substantially all of the Company's assets either directly or through
one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Corporate Transaction of the Outstanding
Common Stock and Total Voting Power, as the case may be, or (2) after which no
Person beneficially owns a greater percentage of the combined voting power of
the then outstanding securities entitled to vote generally in the election of
directors of such corporation than does Ciba.
I.0.4 Ciba shall become the Beneficial Owner of more than
57.5% of the Total Voting Power.
I.0.5 The approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
1.6 CIBA. Ciba Specialty Chemicals Holding, Inc., a Swiss corporation,
together with its affiliates holding Company voting securities pursuant to
Section 4.01(b) of the Governance Agreement.
1.7 CODE. The Internal Revenue Code of 1986, as amended.
1.8 COMPANY. Hexcel Corporation, a Delaware corporation, and its
successors.
1.9 CONTINUOUS SERVICE. The number of full and partial calendar months of the
Executive's period of continuous employment with the Company and its Affiliates.
A transfer between employment with the Company and an Affiliate or between
Affiliates shall not be deemed a termination of employment or otherwise
interrupt the Executive's Continuous Service. Leaves of absence of not more than
one year and any period during which the Executive is entitled to receive
disability benefits from the Company (including medical and short-term
disability benefits preceding the commencement of long-term disability benefits
under the Company's long-term disability plan) shall be taken into account as
Continuous Service.
1.10 DISABILITY. The Executive's inability to perform the customary duties of
his employment by reason of any medical or psychological illness or condition
that is expected to be permanent or of indefinite duration, excluding any such
illness or condition that results from intentional self-inflicted injury,
alcoholism or drug abuse.
1.11 EXECUTIVE DEFERRED COMPENSATION AGREEMENT. The Executive Deferred
Compensation Agreement between the Executive and the Company entered into as of
October 1, 1994.
1.12 EXECUTIVE SEVERANCE AGREEMENT. The Executive Severance Agreement
entered into between the Company and the Executive as of February 3, 1999.
1.13 GOOD REASON. Good Reason shall have the meaning set forth in the
Executive Severance Agreement.
1.14 GOVERNANCE AGREEMENT. The agreement defined as such in the Strategic
Alliance Agreement among the Company, Ciba Geigy Limited and Ciba Geigy
Corporation, dated as of September 29, 1995, as amended.
1.15 NORMAL RETIREMENT BENEFIT. The benefit defined in Section 2.2.1
hereof.
1.16 NORMAL RETIREMENT DATE. The date on which the Executive attains age
sixty-five (65).
1.17 NOTICE OF TERMINATION. Any termination of the Executive's employment by the
Company or by the Executive other than by death shall be communicated by written
Notice of Termination to the other party hereto. For purposes of this Agreement,
a "Notice of Termination" shall mean a notice which shall indicate whether
termination was for Good Reason, Cause, Disability or otherwise and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated.
1.18 TERMINATION OF EMPLOYMENT. References hereunder to the Executive's
termination of employment, the date the Executive's employment terminates and
the like, shall, except as specifically provided herein, refer to the ceasing of
the Executive's employment with the Company and all Affiliates for any reason.
ARTICLE II
RETIREMENT BENEFITS
1.19 IN GENERAL. The amount of the Executive's benefit shall be based on his
Final Average Pay, Benefit Percentage and Vesting Percentage; the benefit
otherwise payable under this Agreement's basic benefit formula shall be reduced
by the amount of the Executive's Qualified Pension Benefits. The following
definitions shall apply in making benefit calculations under this Agreement:
II.0.1 FINAL AVERAGE PAY. The average monthly compensation of
the Executive for the highest-paid 36 months of the Executive's final 60 months
of Continuous Service. For this purpose (i) the Executive's "compensation" shall
mean his base salary (without regard to any salary deferral pursuant to sections
125 or 401(k) of the Code or any successor provision) and all amounts earned
(whether paid or payable) under all management incentive or other bonus plans in
which he participates and (ii) any incentive pay or other bonus shall be deemed
to have been earned ratably over the period with respect to which it is earned.
II.0.2 BENEFIT PERCENTAGE. With respect to each of the first
180 months of Continuous Service, a percentage determined by dividing 2.5 by 12
(2.5/12%); and with respect to each of the next 180 months of Continuous
Service, one-eighth of one percent (1/8%).
II.0.3 VESTING PERCENTAGE. 100% if the Executive has
completed at least 24 months of Continuous Service after the date hereof;
otherwise, 0%.
II.0.4 QUALIFIED PENSION BENEFITS. (i) the vested benefits
paid in respect of the Executive from the Hexcel Corporation Pension Plan or
any successor plan thereto, (ii) the vested contributions made by the Company
to the Hexcel Corporation 401(k) Plan or any successor plan thereto (to
the extent paid), (iii) the vested contributions made by the Company to the
Hexcel Corporation 401(k) Restoration Plan or any successor plan thereto
(to the extent paid), (iv) the Executive's Social Security payments, and (v)
any similar or analogous benefits arising by virtue of Executive's employment
with any Affiliate or former Affiliate, in each case, whether as a periodic
payment, as a lump sum, or otherwise. The aggregate of the Executive's Qualified
Pension Benefits shall be expressed as a monthly amount in the form of an
actuarially equivalent 50% joint and survivor annuity with 120 months of
guaranteed payments starting at the date the Executive attains age 65; PROVIDED,
HOWEVER, that notwithstanding anything in Section 1.1 to the contrary, for
purposes of determining the amount of offset attributable to clauses (ii) and
(iii) above, Company contributions (or allocations, in the case of clause
(iii) above) shall be deemed to earn interest at an annual rate of 6%,
compounded annually, from the date of such contribution (or allocation) until
the date it is actually paid to or in respect of the Executive.
1.20 PAYMENT OF BENEFITS. Benefits shall be paid as follows:
II.0.1 NORMAL RETIREMENT. Subject to Section 2.2.7, and except
as otherwise set forth in Section 2.2.2 or 2.2.3, if the Executive's employment
terminates on or after his Normal Retirement Date, the Company will pay the
Executive a monthly benefit starting on the first of the month after his
employment terminates and ending with the payment for the month in which his
death occurs or, if later, after the payment of 120 such payments. Any such
payments made after the death of the Executive shall be made (i) to the
Executive's designated beneficiary, if any or (ii) if there is no designated
beneficiary or the designated beneficiary dies before a total of 120 payments
have been made to the Executive and the designated beneficiary, to the
Executive's estate. Such monthly benefit (the "Normal Retirement Benefit") shall
be an amount equal to (A) the product of his Final Average Pay, Benefit
Percentage, and his Vesting Percentage, less (B) his Qualified Pension Benefits.
II.0.2 TERMINATION FOLLOWING CHANGE IN CONTROL. Subject to
Section 2.2.7, upon (i) termination by the Executive of his employment for Good
Reason within two years following a Change in Control, (ii) termination of the
Executive's employment by the Company other than for Cause within two years
following a Change in Control or (iii) a termination of the Executive's
employment described in Section 4(e) of the Executive Severance Agreement
(whether by the Company or the Executive), the Company will pay the Executive,
no later than the next business day following the date of such termination, by
wire transfer to the Executive's bank account, as designated by the Executive,
an amount equal to the actuarial present value of the Normal Retirement Benefit
(computed using a Vesting Percentage of 100% and Continuous Service equal to the
Executive's actual Continuous Service at the time his employment terminates plus
36 months) he would have received had he retired on his Normal Retirement Date
(but based upon his Final Average Pay at the time his employment terminates).
II.0.3 TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. Subject
to Section 2.2.7, and except as otherwise provided in Section 2.2.2, upon
termination of the Executive's employment at any time by the Company other than
for Cause or by the Executive for Good Reason, the Company will pay the
Executive, as soon as practicable following such date of termination, an amount
equal to the actuarial present value of the Normal Retirement Benefit (computed
using a Vesting Percentage of 100% and Continuous Service equal to the
Executive's actual Continuous Service at the time his employment terminates plus
12 months) he would have received had he retired on his Normal Retirement Date
(but based upon his Final Average Pay at the time his employment terminates).
II.0.4 TERMINATION FOR CAUSE. No benefits shall be payable
hereunder with respect to the Executive if his employment is terminated by the
Company for Cause.
II.0.5 DISABILITY. If the Executive's employment with the
Company or any Affiliate terminates on account of Disability, the Company shall
pay the Executive a monthly benefit in an amount (computed using a Vesting
Percentage of 100%) equal to (i) the product of his Final Average Pay and
Benefit Percentage less (ii) his Qualified Pension Benefits. The benefit so
determined shall be payable, without actuarial or other reduction to reflect
commencement of payment before his Normal Retirement Date, beginning on the
first date of the month next following the last month with respect to which the
Executive is entitled to payments under the Company's long term disability plan
(or, if earlier, such time as the Executive shall elect not to receive such
payments) and ending with the payment for the month in which his death occurs
or, if later, after the payment of 120 such payments. Any such payments made
after the death of the Executive shall be made (i) to the Executive's designated
beneficiary, if any or (ii) if there is no designated beneficiary or the
designated beneficiary dies before a total of 120 payments have been made to the
Executive and the designated beneficiary, to the Executive's estate.
II.0.6 OTHER TERMINATION. Subject to Section 2.2.7, and except
as otherwise set forth in Sections 2.2.2, 2.2.3 or 2.2.5, if the Executive
terminates his employment after his attainment of age 55 but prior to his
attainment of age 65, the Company will pay the Executive a monthly benefit
starting on the date elected by the Executive and ending with the payment for
the month in which his death occurs or, if later, after the payment of 120 such
payments. Such monthly benefit shall be calculated and paid in accordance with
Section 2.2.1 hereof, reduced by one quarter of one percent (1/4%) per payment
for each full calendar month by which the benefit commencement date precedes the
Executive's attainment of age 65. Subject to Section 2.2.7, and except as
otherwise set forth in Sections 2.2.2, 2.2.3 or 2.2.5, if the Executive
terminates his employment prior to his attainment of age 55, the Company will
pay the Executive a monthly benefit starting on the date elected by the
Executive, but no earlier than the first of the month after his attainment of
age 55, and ending with the payment for the month in which his death occurs or,
if later, after the payment of 120 such payments. Such monthly benefit shall be
the Actuarial Equivalent of the benefit calculated in accordance with Section
2.2.1 hereof and shall be paid in accordance with Section 2.2.1. Any payments
made under this Section 2.2.6 after the death of the Executive shall be made (i)
to the Executive's designated beneficiary, if any or (ii) if there is no
designated beneficiary or the designated beneficiary dies before a total of 120
payments have been made to the Executive and the designated beneficiary, to the
Executive's estate.
II.0.7 OPTIONAL FORMS OF BENEFIT. In lieu of the form of
benefit prescribed in Section 2.2.1 and Section 2.2.6, the Executive may elect
to receive his benefit hereunder, as soon as practicable following the date of
his termination of employment, in a cash lump sum, the amount of which shall
equal the actuarial present value of, in the case of Section 2.2.1, his Normal
Retirement Benefit and, in the case of Section 2.2.6, the reduced monthly
benefit he would have received thereunder. In lieu of the lump sum form of
benefit prescribed in Sections 2.2.2. and 2.2.3, the Executive may elect to
receive his benefit hereunder as a monthly benefit starting on the first of the
month after his employment terminates and ending with the payment for the month
in which his death occurs or, if later, after the payment of 120 such payments.
Any such payments made after the death of the Executive shall be made (i) to the
Executive's designated beneficiary, if any or (ii) of there is no designated
beneficiary or the designated beneficiary dies before a total of 120 payments
have been made to the Executive and the designated beneficiary, to the
Executive's estate. Any election to change to or from the lump sum form of
benefit that is made by the Executive less than one year preceding the
Executive's date of termination shall not be given effect; PROVIDED, HOWEVER,
that the foregoing shall be inapplicable with respect to (i) any election made
by the Executive within 30 days of the date of this Agreement and (ii) any
election with respect to the Executive's benefit under Section 2.2.2 to the
extent such election is made at least 90 days prior to a Change in Control or at
any time prior to the Company entering into an agreement the consummation or
shareholder approval of which would constitute a Change in Control.
1.21 SPECIAL BENEFIT. If it shall be determined by a final administrative
decision of the Internal Revenue (which is not appealed by the Executive) or by
a final decision of a court of competent jurisdiction (which is not appealed by
the Executive) that the value of all or any part of any benefit contemplated by
this Agreement is includable in the income of the Executive prior to the actual
receipt of such benefit, the Company shall make a special payment to the
Executive, in discharge of the actuarially equivalent value (based upon the
actuarial factors in effect when benefits other than the benefit described in
this Section 2.3 commence to be paid to the Executive hereunder) of any benefits
otherwise due hereunder (and such other benefit shall be reduced to reflect the
actuarial value of any such special payment made pursuant to this Section 2.3),
in an amount equal to the Executive's estimated federal, state and local income
tax liabilities related to such inclusion and to the inclusion in income of such
special payment. The Executive shall have no obligation to appeal any
determination made by the Internal Revenue Service or the decision of any such
court.
1.22 NO DUPLICATION. Except as provided in Section 2.3 hereof, in no event
shall benefits become payable to the Executive under more than one Section of
this Article II.
ARTICLE III
SURVIVOR BENEFITS
1.23 POST-RETIREMENT SURVIVOR BENEFIT. Notwithstanding any provision hereof to
the contrary, the Executive may elect, at any time prior to commencement of his
benefits under Article II (and may revoke or modify any such election and/or
make a new election, in each case at any time and from time to time prior to
commencement of his benefits under Article II), to have his benefit paid in the
from of a joint and survivor annuity pursuant to which (i) payment of the
Executive's benefit will be made in accordance with Article II and (ii) if the
Executive dies after payment of his benefits under Article II has started, the
Company shall pay a monthly benefit to the Executive's designated beneficiary,
starting on the first of the month immediately following the month in which the
Executive dies or, if later, with the month immediately following the last month
for which a payment is made to such beneficiary under Article II, and ending
with the payment for the month in which the death of such designated beneficiary
occurs. Such monthly benefit shall be an amount equal to 50% or 100%, as elected
by the Executive, of the monthly benefit the Executive was receiving under the
Agreement prior to his death. If the Executive makes such election, the benefit
payable to the Executive under Article II hereof shall be reduced to reflect the
actuarial equivalence of the additional Post-Retirement Survivor Benefit so
elected by the Executive.
1.24 PRE-RETIREMENT SURVIVOR BENEFIT. Notwithstanding any provision hereof to
the contrary, the Executive may elect at any time (and may revoke or modify any
such election and/or make a new election, in each case at any time and from time
to time prior to commencement of his benefits under Article II) that, in the
event the Executive dies before distribution of his benefits under Article II
has started, the Company shall pay a monthly benefit to the Executive's
designated beneficiary, starting on the first of the month immediately following
the month in which the Executive dies, but in no event earlier than the date on
which the Executive would have been eligible to commence receipt of his benefits
under Article II had he terminated employment on the day immediately preceding
his death, and ending with the payment for the month in which the death of such
designated beneficiary occurs. Such monthly benefit shall be an amount equal to
50% or 100%, as elected by the Executive, of the monthly benefit the Executive
would have received had he terminated employment on the day immediately
preceding his death and commenced benefits on the date on which the benefit
under this Section 3.2 commences. If the Executive makes such election, the
benefit payable to the Executive under Article II hereof shall be reduced to
reflect the actuarial equivalence of the additional Pre-Retirement Survivor
Benefit so elected by the Executive.
ARTICLE IV
MISCELLANEOUS
1.25 BINDING AGREEMENT. This Agreement and all rights of the Executive
hereunder shall inure to the benefit of and be enforceable by the Executive's
person or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.
1.26 NOTICE. Notices, elections, demands and all other communications provided
for in this Agreement shall be in writing and shall be deemed to have been duly
given when delivered by hand (or received by telecopy, telex or similar device)
or mailed by United States certified or registered mail, return receipt
requested, postage prepaid, addressed as follows:
If to the Executive:
Xx. Xxxxxxx X. Xxxxxxx
000 Xxxxxxxxxx
Xxxxxxxx, XX 00000
If to the Company:
Hexcel Corporation
Two Stamford Plaza
000 Xxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Attn: General Counsel
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
1.27 GENERAL PROVISIONS. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing signed by the Executive and such officer of the Company as may be
specifically designated by the Board. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of New York without regard
to its conflicts of law principles.
1.28 VALIDITY. The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
1.29 COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
1.30 ARBITRATION. Except as set forth in Section 4.9, any dispute or controversy
arising under or in connection with this Agreement shall be settled exclusively
by arbitration, conducted before a panel of three arbitrators in the State of
New York, in accordance with the rules of the American Arbitration Association
then in effect. Judgment may be entered on the arbitrator's award in any court
having jurisdiction.
1.31 ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of the
parties hereto in respect of the subject matter contained herein and supersedes
all prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer, employee
or representative of any party hereto; and any prior agreement of the parties
hereto in respect of the subject matter contained herein is hereby terminated
and cancelled; PROVIDED, however, that this Agreement shall supersede the
Executive Deferred Compensation Agreement only after the Executive's Vesting
Percentage hereunder is, or is deemed to be, 100%, after which time the
Executive Deferred Compensation Agreement shall be of no further force and
effect.
1.32 NO RIGHT OF OFFSET. The amount of any payment or benefit provided for in
this Agreement shall not be reduced by any compensation earned by the Executive
as a result of employment by another employer, by retirement benefits (except as
otherwise set forth in this Agreement), by offset against any amount owed or
claimed to be owed by the Executive to the Company, or otherwise.
1.33 PROTECTIVE PROVISIONS. The Executive and the Company shall cooperate with
each other by furnishing any and all information and computations reasonably
requested by the other in order to determine the amounts payable hereunder or to
facilitate the payment of benefits hereunder. If upon written request of the
Company, the Executive shall, within ninety days thereof (180 days if the
Executive is Disabled), if such information is reasonably available to the
Executive, fail to comply with such a request for information, the Company may
terminate any benefits otherwise payable under this Agreement.
1.34 ASSIGNMENT. The voluntary or involuntary assignment, encumbrance or
alienation of any benefit hereunder or any interest therein, whether or not
payable to the Executive, is not permitted and will not be recognized. Any such
purported assignment, encumbrance or alienation, by operation of law or
otherwise, shall be void. Subject to the provisions of applicable law, no
payment of
any benefit shall, prior to actual receipt thereof by the Executive or his
designated beneficiary, be subject to garnishment, attachment, execution, levy
or other legal process for debts or for alimony or support of any spouse, former
spouse or other relative.
HEXCEL CORPORATION
By:____________________
Name:
Title:
--------------------
Xxxxxxx X. Xxxxxxx
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS....................................................................1
1.1 Actuarial Equivalence........................................1
1.2 Affiliate....................................................2
1.3 Board........................................................2
1.4 Cause........................................................2
1.5 Change in Control............................................2
1.6 Ciba.........................................................4
1.7 Code.........................................................4
1.8 Company......................................................4
1.9 Continuous Service...........................................4
1.10 Disability...................................................4
1.11 Executive Deferred Compensation Agreement....................5
1.12 Executive Severance Agreement................................5
1.13 Good Reason..................................................5
1.14 Governance Agreement. ......................................5
1.15 Normal Retirement Benefit....................................5
1.16 Normal Retirement Date.......................................5
1.17 Notice of Termination........................................5
1.18 Termination of Employment....................................5
ARTICLE II
RETIREMENT BENEFITS............................................................6
2.1 In General. ................................................6
2.2 Payment of Benefits..........................................7
2.3 Special Benefit..............................................9
2.4 No Duplication..............................................10
ARTICLE III
SURVIVOR BENEFITS.............................................................10
3.1 Post-Retirement Survivor Benefit............................10
3.2 Pre-Retirement Survivor Benefit.............................11
ARTICLE IV
MISCELLANEOUS.................................................................11
4.1 Binding Agreement...........................................11
4.2 Notice......................................................11
4.3 General Provisions..........................................12
4.4 Validity....................................................12
4.5 Counterparts................................................12
4.6 Arbitration.................................................13
4.7 Entire Agreement............................................13
4.8 No Right of Offset..........................................13
4.9 Protective Provisions.......................................13
4.10 Assignment..................................................13
