EXHIBIT 10.23
SUPPLEMENTAL COMPENSATION
OPTION AGREEMENT
OPTION AGREEMENT, dated as of the Grant Date, by and between the Optionee and
Hexcel Corporation (the "Corporation").
W I T N E S S E T H:
WHEREAS, the Corporation has adopted the Hexcel Corporation Incentive Stock Plan
(the "Plan"); and
WHEREAS, the Board of Directors of the Corporation (the "Board") has determined
that it is desirable and in the best interests of the Corporation to grant to
the Optionee a stock option as an incentive for the Optionee to advance the
interests of the Corporation.
NOW, THEREFORE, the parties agree as follows:
1. NOTICE OF GRANT; INCORPORATION OF PLAN. A Notice of Grant is attached
hereto as Annex A and incorporated by reference herein. Unless otherwise
provided herein, capitalized terms used herein and set forth in such Notice of
Grant shall have the meanings ascribed to them in the Notice of Grant and
capitalized terms used herein and set forth in the Plan shall have the meanings
ascribed to them in the Plan. The Plan is incorporated by reference and made a
part of this Option Agreement, and this Option Agreement shall be subject to the
terms of the Plan, as the Plan may be amended from time to time, provided that
any such amendment of the Plan must be made in accordance with Section X of the
Plan. The Option granted herein constitutes an Award within the meaning of the
Plan.
2. GRANT OF OPTION. Pursuant to the Plan and subject to the terms and
conditions set forth herein and therein, the Corporation hereby grants to the
Optionee the right and option (the "Option") to purchase all or any part of the
Option Shares of the Corporation's common stock, $.01 par value per share (the
"Common Stock"), which Option is not intended to qualify as an incentive stock
option, as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
3. PURCHASE PRICE. The purchase price per share of the Option Shares shall be
the Purchase Price.
4. TERMS OF OPTION.
(a) EXPIRATION DATE; TERM. Subject to Section 4(d) below, the Option shall
expire on, and shall no longer be exercisable following, the tenth
anniversary of the Grant Date. The ten-year period from the Grant Date to
its tenth anniversary shall constitute the "Term" of the Option.
(b) VESTING PERIOD; EXERCISABILITY. Subject to Section 4(c) and 4(d) below,
the Option shall vest on the Grant Date.
(c) TERMINATION OF SERVICE AS DIRECTOR. (i) Except as provided in Section
4(c)(ii) hereof, if the Optionee's service as a member of the Board is
terminated for any reason (other than death or disability), the Option may
be exercised at any time within one year after such termination (but not
beyond the Term of the Option).
(ii) In the event the Optionee's service as a member of the Board is
terminated because of death or disability, the Option may be exercised at
any time within three years after the Optionee's death or disability (but
not beyond the Term of the Option).
5. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
(a) The aggregate number of Option Shares and the Purchase Price shall be
appropriately adjusted by the Compensation Committee (the "Committee") of
the Board for any increase or decrease in the number of issued shares of
Common Stock resulting from a subdivision or consolidation of shares or
other capital adjustment, or the payment of a stock dividend or other
increase or decrease in such shares, effected without receipt of
consideration by the Corporation, or other change in corporate or capital
structure. The Committee shall also make the foregoing changes and any
other changes, including changes in the classes of securities available, to
the extent reasonably necessary or desirable to preserve the intended
benefits under this Option Agreement in the event of any other
reorganization, recapitalization, merger, consolidation, spin-off,
extraordinary dividend or other distribution or similar transaction
involving the Corporation.
(b) Any adjustment under this Section 5 in the number of Option Shares and
the Purchase Price shall apply to only the unexercised portion of the
Option. If fractions of a share would result from any such adjustment, the
adjustment shall be rounded down to the nearest whole number of shares.
6. METHOD OF EXERCISING OPTION AND WITHHOLDING.
(a) The Option shall be exercised by the delivery by the Optionee to the
Corporation at its principal office (or at such other address as may be
established by the Committee) of written notice of the number of Option
Shares with respect to which the Option is exercised, accompanied by
payment in full of the aggregate Purchase Price for such Option Shares.
Payment for such Option Shares shall be made (i) in U.S. dollars by
personal check, bank draft or money order payable to the order of the
Corporation, or by money transfers or direct account debits to an account
designated by the Corporation; (ii) through the delivery of shares of
Common Stock with a Fair Market Value equal to the total payment due from
the Optionee; (iii) pursuant to a "cashless exercise" program if such a
program is established by the Corporation; or (iv) by any combination of
the methods described in (i) through (iii) above.
(b) The Corporation's obligation to deliver shares of Common Stock upon the
exercise of the Option shall be subject to the payment by the Optionee of
applicable federal, state and local withholding tax, if any. The
Corporation shall, to the extent permitted by law, have the right to deduct
from any payment of any kind otherwise due to the Optionee any federal,
state or local taxes required to be withheld with respect to such payment.
7. TRANSFER. Except as provided in this Section 7, the Option is not
transferable otherwise than by will or the laws of descent and distribution, and
the Option may be exercised during
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the Optionee's lifetime only by the Optionee. Any attempt to transfer the Option
in contravention of this Section 7 is void AB INITIO. The Option shall not be
subject to execution, attachment or other process. Notwithstanding the
foregoing, the Optionee shall be permitted to transfer the Option to members of
his or her immediate family (I.E., children, grandchildren or spouse), trusts
for the benefit of such family members, and partnerships whose only partners are
such family members; provided, however, that no consideration can be paid for
the transfer of the Option and the transferee of the Option shall be subject to
all conditions applicable to the Option prior to its transfer.
8. NO RIGHTS IN OPTION SHARES. The Optionee shall have none of the rights of a
stockholder with respect to the Option Shares unless and until shares of Common
Stock are issued upon exercise of the Option.
9. NO RIGHT TO CONTINUED SERVICE AS DIRECTOR. Nothing contained herein shall
be deemed to confer upon the Optionee any right to continue to serve as a member
of the Search Committee of the Board, as a member of the office of the Chief
Executive, or as a member of the Board.
10. GOVERNING LAW/JURISDICTION. This Option Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without reference
to principles of conflict of laws.
11. RESOLUTION OF DISPUTES. Any disputes arising under or in connection with
this Option Agreement shall be resolved by binding arbitration before a single
arbitrator, to be held in New York in accordance with the commercial rules and
procedures of the American Arbitration Association. Judgment upon the award
rendered by the arbitrator shall be final and subject to appeal only to the
extent permitted by law. Each party shall bear such party's own expenses
incurred in connection with any arbitration; PROVIDED, HOWEVER, that the cost of
the arbitration, including without limitation, reasonable attorneys' fees of the
Optionee, shall be borne by the Corporation in the event the Optionee is the
prevailing party in the arbitration. Anything to the contrary notwithstanding,
each party hereto has the right to proceed with a court action for injunctive
relief or relief from violations of law not within the jurisdiction of an
arbitrator.
12. NOTICES. Any notice required or permitted under this Option Agreement shall
be deemed given when delivered personally, or when deposited in a United States
Post Office, postage prepaid, addressed, as appropriate, to the Optionee at the
last address specified in Optionee's records with the Corporation, or such other
address as the Optionee may designate in writing to the Corporation, or to the
Corporation, Attention: Corporate Secretary, or such other address as the
Corporation may designate in writing to the Optionee.
13. FAILURE TO ENFORCE NOT A WAIVER. The failure of either party hereto to
enforce at any time any provision of this Option Agreement shall in no way be
construed to be a waiver of such provision or of any other provision hereof.
14. COUNTERPARTS. This Option Agreement may be executed in two or more
counterparts, each of which shall be an original but all of which together shall
represent one and the same agreement.
15. MISCELLANEOUS. This Option Agreement cannot be changed or terminated
orally. This Option Agreement and the Plan contain the entire agreement between
the parties relating to
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the subject matter hereof. The section headings herein are intended for
reference only and shall not affect the interpretation hereof.
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ANNEX A
NOTICE OF GRANT
SUPPLEMENTAL COMPENSATION OPTION
HEXCEL CORPORATION INCENTIVE STOCK PLAN
The following member of the Board of Directors of Hexcel Corporation, a
Delaware corporation ("Hexcel"), has been granted an option to purchase shares
of the Common Stock of Hexcel, $.01 par value per share, in accordance with the
terms of this Notice of Grant and the Supplemental Compensation Option Agreement
to which this Notice of Grant is attached.
The following is a summary of the principal terms of the option which has
been granted. The terms below shall have the meanings ascribed to them below
when used in the Option Agreement.
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Optionee
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Address of Optionee
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Grant Date July 31, 2001
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Purchase Price $5.25
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Aggregate Number of Shares
Granted (the "Option Shares")
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IN WITNESS WHEREOF, the parties hereby agree to the terms of this Notice of
Grant and the Supplemental Compensation Option Agreement to which this Notice of
Grant is attached and execute this Notice of Grant and Supplemental Compensation
Option Agreement as of the Grant Date.
HEXCEL CORPORATION
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Optionee
By:
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Xxx X. Xxxxxxxx
Senior Vice President
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