Exhibit 10.37(e)
Xxxxx X. Xxxxxx
c/o Hexcel Corporation
Two Stamford Plaza
000 Xxxxxxx Xxxx.
August 1, 2001
Hexcel Corporation
Two Stamford Plaza
281 Tresser Blvd.
Attn: Board of Directors
Gentlemen:
Reference is made to the Employment Agreement entered into as
of July 30, 2001, between Hexcel Corporation, a Delaware corporation (the "COM
PANY"), and me (the "Employment Agreement"), the Restricted Stock Agreement
entered into as of July 30, 2001 by and between the Company and me (the "Re
stricted Stock Agreement") and the Employee Option Agreements, dated as of July
30, 2001, by and between me and the Company (the "Option Agreements"). We hereby
agree as follows (notwithstanding anything in the Employment Agreement, the
Restricted Stock Agreement or the Option Agreements to the contrary):
1. The Company shall issue the Restricted Shares (as defined
in the Restricted Stock Agreement) to me as soon as practicable following the
filing by the Company of a Form S-8 with the Securities and Exchange Commission
with respect to such issuance, which filing the Company shall make as soon as
practicable after the date hereof.
2. Unless otherwise legally required, certificates for
unrestricted shares issuable under the Restricted Stock Agreement and for shares
issuable pursuant to the Option Agreements shall not bear any restrictive
legend. In the event a restrictive legend is legally required, upon written
request, the Company will cause any such legend on such certificates to be
removed as promptly as practicable after it becomes legally appropriate for the
Company to do so.
Please acknowledge your agreement with the foregoing by
signing the enclosed copy of this letter and returning it to me.
Sincerely,
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Agreed to and Accepted:
HEXCEL CORPORATION
By: /s/ XXX X. XXXXXXXX
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Name: Xxx X. Xxxxxxxx
Title: Senior Vice President
