EXHIBIT 10.5
SECOND AMENDMENT
TO
SUPPLEMENTAL EXECUTIVE
RETIREMENT AGREEMENT
AMENDMENT made this 11 day of October 2000, between Hexcel
Corporation, a Delaware corporation (the "Company"), and Xxxx X. Xxx (the
"Executive").
WHEREAS, the Company and the Executive have entered into that
certain Supplemental Executive Retirement Agreement dated May 20, 1998 and an
Amendment thereto dated January 21, 1999 (the "Agreement"), and
WHEREAS, the Company and the Executive desire to further amend
the Agreement.
NOW, THEREFORE, the parties mutually agree as follows:
1. Section 1.11 of the Agreement shall be amended to read in
its entirety as follows:
"The Amended and Restated Agreement entered into between the
Company and the Executive on October 11, 2000.
2. Section 2.2.1 of the Agreement shall be amended by adding
the following before the period at the end of the third sentence thereof:
"provided, however, that (i) if the Executive is an employee
of the Company on December 31, 2001 or (ii) the Executive's
employment with the Company terminates prior to such date
either by the Company without Cause or by the Executive for
Good Reason, then such monthly benefit shall be in an amount
equal to $20,849.42."
3. Section 2.2.2 of the Agreement shall be amended by deleting
so much of such section as follows the phrase "an amount equal to" and
inserting, in lieu thereof, the phrase "the Normal Retirement Benefit."
4. Section 2.2.3 of the Agreement shall be amended by deleting
so much of such section as follows the phrase "an amount equal to" and
inserting, in lieu thereof, the phrase "the Normal Retirement Benefit."
5. Section 2.2.5 of the Agreement shall be amended by adding
the following before the period at the end of the last sentence thereof:
"provided, however, that (i) if the Executive is an employee
of the Company on December 31, 2001 or (ii) the Executive's
employment with the Company terminates prior to such date
either by the Company without Cause or by the Executive for
Good Reason, then such monthly benefit shall be in an amount
equal to the Normal Retirement Benefit."
6. Section 2.2.6 of the Agreement shall be amended by deleting
the first sentence thereof and inserting, in lieu thereof, the following:
"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 equal
to the Normal Retirement Benefit.
7. Section 2.2.7 of the Agreement shall be amended by adding
the following before the period at the end of the first sentence thereof:
"provided, however, that (i) if the Executive is an employee
of the Company on December 31, 2001 or (ii) the Executive's
employment with the Company terminates prior to such date
either by the Company without Cause or by the Executive for
Good Reason, then the amount of lump sum payment shall be
$2,908,854."
8. Section 3.2 of the Agreement shall be amended by deleting
the phrase "and less (iii) $5,000" in the second sentence thereof.
9. This Second Amendment shall be effective as of the closing
of the transactions contemplated by the Stock Purchase Agreement (the "Stock
Purchase Agreement") dated as of October 11, 2000 by and among Ciba Specialty
Chemicals Holding, Inc. ("Ciba SCH"), Ciba Specialty Chemicals Inc. "Ciba SCI"),
Ciba Specialty Chemicals Corporation ("Ciba SCC" and together with Ciba SCH and
Ciba SCI, "Ciba"), LXH, L.L.C. ("LXH") and LXH II, L.L.C. ("LXH II" and together
with LXH, "the Purchasers"), pursuant to which, among other things, the
Purchasers will purchase from Ciba shares of common stock of the Company.
Except as otherwise expressly amended by this Second Amendment, the Agreement
shall remain in full force and effect.
HEXCEL CORPORATION
By: /s/ Xxx X. Xxxxxxxx
Name: Xxx X. Xxxxxxxx
Title: Sr. Vice President
/s/ Xxxx X. Xxx
Xxxx X. Xxx
