[Execution Copy]
SUPPLEMENTAL EXECUTIVE
RETIREMENT AGREEMENT
AGREEMENT made this 20th day of May, 1998, between Hexcel Corporation,
a Delaware corporation (the "Company"), and Xxxx X. Xxx (the "Executive").
WHEREAS, the Executive is presently employed by the Company as
Chairman of the Board, President and Chief Executive 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 the interest rate
assumption used in such plan for purposes of calculating lump sum distributions
or for purposes of calculating other forms of benefits, whichever such rate is
lower; and PROVIDED FURTHER, that for purposes of determining actuarial
equivalence with respect to the Executive's deferred compensation account under
Section 5(d) of the Employment
Agreement, the assumptions set forth in Section 5(d)(i) of the Employment
Agreement shall apply.
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:
1.4.1 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 that specifically identifies the manner
in which the Company believes the Executive has not substantially performed his
duties; or
1.4.2 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 constitutes Competitive Activity, as
defined in Section 10 of the Executive's employment agreement, dated February
29, 1996 (the "Employment Agreement"). 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) 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 heard 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. For purposes of this Agreement, Change in
Control shall mean the first to occur of the following events:
1.5.1 (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
Sections 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.
1.5.2 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.
1.5.3 The approval by the stockholders of the Company of a
reorganization, merger or consolidation or 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.
1.5.4 Ciba shall become the Beneficial Owner of more than 57.5% of
the total Voting Power.
1.5.5 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 Executive's period of continuous
employment with the Company and its Affiliates commencing on the effective date
of the Executive Deferred Compensation Agreement. 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 EMPLOYMENT AGREEMENT. The Agreement entered into between the
Company and the Executive on February 29, 1996.
1.12 EXECUTIVE DEFERRED COMPENSATION AGREEMENT. The Executive
Deferred Compensation Agreement between the Executive and the Company entered
into as of September 1, 1994.
1.13 GOOD REASON. A termination of employment by the Executive that
constitutes a termination for Good Reason under the Employment 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
2.1 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:
2.1.1 FINAL AVERAGE PAY. The average monthly compensation of the
Executive for the highest-paid 24 consecutive 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 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.
2.1.2 BENEFIT PERCENTAGE. 50%.
2.1.3 VESTING PERCENTAGE. A percentage determined by dividing (i)
the Executive's completed months of Continuous Service by (ii) the number 60.
2.1.4 QUALIFIED PENSION BENEFITS. All vested amounts paid or payable
to or in respect of the Executive from (i) the Hexcel Corporation Pension Plan
or any successor plan thereto, (ii) the Hexcel Corporation 401(k) Plan or any
successor plan thereto, (iii) the Hexcel Corporation 401 (k) Restoration Plan or
any successor plan thereto, (iv) Social Security payments, and (v) the actuarial
present value of the Executive's deferred compensation account established
pursuant to Section 5(d) of the Employment Agreement, 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.
2.2 PAYMENT OF BENEFITS. Benefits shall be paid as follows:
2.2.1 NORMAL RETIREMENT. 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 surviving spouse, if any or (ii) if there
is no surviving spouse or the surviving spouse dies before a total of 120
payments have been made to the Executive and the surviving spouse, to the
Executive's estate. Such monthly 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 (the "Normal Retirement
Benefit").
2.2.2 TERMINATION FOLLOWING CHANGE IN CONTROL. Upon (i) termination
by the Executive of his employment within one year following a Change in Control
or (ii) termination of the Executive's employment by the Company other than for
Cause within one year following a Change in Control, 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%) 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).
2.2.3 TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. 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%) 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).
2.2.4 TERMINATION FOR CAUSE. No benefits shall be payable hereunder
with respect to the Executive if his employment is terminated by the Company for
Cause.
2.2.5 OTHER TERMINATION. If the Executive terminates his employment
(i) prior to his attainment of age 65, (ii) other than for Good Reason, and
(iii) other than under circumstances described in clause (i) of Section 2.2.2,
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. Any such
payments made after the death of the Executive shall be made (i) to the
Executive's surviving spouse, if any or (ii) if there is no surviving spouse or
the surviving spouse dies before a total of 120 payments have been made to the
Executive and the surviving spouse, to the Executive's estate. Such monthly
benefit shall be calculated and paid in accordance with Section 2.2.1 hereof,
reduced by one percent (1%) per payment for each full calendar quarter by which
the benefit commencement date precedes the Executive's attainment of age 62.
2.2.6 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 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 surviving
spouse, if any or (ii) if there is no surviving spouse or the surviving spouse
dies before a total of 120 payments have been made to the Executive and the
surviving spouse, to the Executive's estate.
2.2.7 OPTIONAL FORMS OF BENEFIT. In lieu of the form of benefit
prescribed in Section 2.2.1 and Section 2.2.5, 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 2.2.5, the reduced monthly
benefit he would have received under Section 2.2.5. 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 surviving spouse, if any or (ii) if there is no surviving
spouse or the surviving spouse dies before a total of 120 payments have been
made to the Executive and the surviving spouse, 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 any election made by the Executive within 30 days of the date of
this Agreement.
2.3 SPECIAL BENEFIT. If it shall be determined by a final
administrative decision of the Internal Revenue Service (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.
2.4 OTHER BENEFITS. The Executive shall be entitled to the following
other benefits:
2.4.1 INSURANCE BENEFITS. The Company shall keep in force and pay
for life insurance for the Executive upon the Executive's termination of
employment, as follows: (i) for the period ending on the Executive's attainment
of age 65, an amount equal to the lesser of (A) two (2) times the actuarial
present value at the time of the termination of employment of the benefit to
which the Executive is entitled hereunder, and (B) the amount of life insurance
maintained by the Company on behalf of the Executive as of the date of
termination; and (ii) commencing immediately following the period described in
(A) above and during the Executive's lifetime, an amount equal to the lesser of
(A) one (1) times the present actuarial value at the time of termination of
employment of the benefit to which the Executive is entitled hereunder and (B)
the amount of life insurance maintained by the Company on behalf of the
Executive as of the date of termination.
2.4.2 MEDICAL AND DENTAL INSURANCE. The Company, at its expense,
shall continue to cover Executive and his spouse in its group medical and dental
insurance plans during those periods with respect to which life insurance is
maintained for the Executive pursuant to Section 2.4.1 or, if later, until the
death of the Executive's spouse; PROVIDED, HOWEVER, that the benefits so
provided shall not be materially less favorable to the Executive and his spouse
then those in effect under the Company's plans at the time the Executive's
employment terminates.
2.5 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 (other than Section 2.4).
ARTICLE III
SURVIVOR BENEFITS
3.1 POST-RETIREMENT SURVIVOR BENEFIT. 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 surviving spouse, if any, 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 the surviving spouse under Article II, and ending with the
payment for the month in which the death of such spouse occurs. Such monthly
benefit shall be an amount equal to 50% of the monthly benefit the Executive
was receiving under the Agreement prior to his death. The Executive may elect,
at any time prior to commencement of his benefits under Article II, to have the
benefit payable to his surviving spouse pursuant to the preceding sentence be an
amount equal to 100% 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.
3.2 PRE-RETIREMENT SURVIVOR BENEFIT. Except as provided in the
following sentence, if the Executive dies before distribution of his benefits
under Article II has started, the Company shall pay a monthly benefit to the
Executive's surviving spouse, if any, starting on the first of the month
immediately following the month in which the Executive dies and ending with the
payment for the month in which
the death of such spouse occurs. Such monthly benefit shall be an amount
equal to (i) the product of his Final Average Pay and Benefit Percentage less
(ii) his Qualified Pension Benefits. If the Executive dies before
distribution of his benefits under Article II has started and either has no
surviving spouse or the surviving spouse so elects, the Company shall pay to
the Executive's estate a lump sum payment equal to the actuarial present
value of the Executive's Normal Retirement Benefit as of the date of the
Executive's death.
3.3 SPOUSAL LIMITATION. Notwithstanding anything in this Article III
to the contrary, the surviving spouse benefits under Article II and Sections
3.1 and 3.2 shall be payable only if the Executive and his surviving spouse were
legally married to each other on the date of his death.
ARTICLE IV
MISCELLANEOUS
4.1 BINDING AGREEMENT. This Agreement and all rights of the
Executive hereunder shall inure to the benefit of and be enforceable by the
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
4.2 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. Xxxx X. Xxx
00 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
If to the Company:
Hexcel Corporation
Two Stamford Plaza
000 Xxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Attn: Xxx X. Xxxxxxxx, Esq.
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.
4.3 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.
4.4 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.
4.5 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.
4.6 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.
4.7 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. This Agreement supersedes the
Executive Deferred Compensation Agreement, which shall be of no force and effect
as of the date hereof.
4.8 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.
4.9 PROTECTIVE PROVISIONS. The Executive shall cooperate with the
Company by furnishing any and all information reasonably requested by the
Company 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.
4.10 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 spouse, 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: Xxx X. Xxxxxxxx
Title: Senior Vice President
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Xxxx X. Xxx
t:\legal\serp\serpjjl.wpd
TABLE OF CONTENTS
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ARTICLE I DEFINITIONS
1.1 Actuarial Equivalence. . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.2 Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
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 Employment Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . .4
1.12 Executive Deferred Compensation Agreement . . . . . . . . . . . . . . . .4
1.13 Good Reason. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
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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
2.1 In General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
2.2 Payment of Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . .6
2.3 Special Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
2.4 Other Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
2.5 No Duplication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
ARTICLE III
SURVIVOR BENEFITS
3.1 Post-Retirement Survivor Benefit . . . . . . . . . . . . . . . . . . . . .9
3.2 Pre-Retirement Survivor Benefit. . . . . . . . . . . . . . . . . . . . . 10
3.3 Spousal Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE IV
MISCELLANEOUS
4.1 Binding Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.2 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.3 General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.4 Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.5 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.6 Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.7 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.8 No Right of Offset . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.9 Protective Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.10 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
