[COMPANY LOGO]
EXHIBIT 10.12
AGREEMENT BETWEEN HEXCEL CORPORATION
AND
XXX X. XXXXXXXX
AGREEMENT, dated as of September 3, 1996, by and between Hexcel
Corporation, a Delaware corporation (the "Company") and Xxx X. Xxxxxxxx
("Employee").
WHEREAS, the Company and Employee both desire that Employee commence
employment with the Company as Senior Vice President, General Counsel, and
Corporate Secretary of the Company with such authority, responsibilities and
duties customarily attendant to such position including acting as the chief
legal officer of the Company; and
WHEREAS, the parties desire to enter into this Agreement setting forth the
terms and conditions applicable to the termination of such employment under
certain circumstances;
NOW, THEREFORE, for and in consideration of the mutual promises made
herein, the Company and Employee agree as follows:
1. In the event that Employee's employment by the Company is terminated
(a) by the Company at any time for any reason other than Cause (as defined in
Exhibit A hereto) or (b) by Employee for Good Reason (as defined in Exhibit A)
the Company shall pay Employee an amount equal to the sum of (i) one year of
salary based on the highest salary rate in effect with respect to Employee at
any time during the 12-month period ending on Employee's last day of employment
with the Company, plus (ii) an amount equal to Employee's target bonus under the
Company's annual bonus plan for the Company's fiscal year during which
Employee's employment terminates ("Severance Pay"). Severance Pay shall be paid
in equal installments, in accordance with the Company's regular payroll
practice, less applicable federal, state, and local tax withholdings. Except as
otherwise provided in this Agreement, Severance Pay shall be in full
satisfaction of all other amounts due Employee from the Company.
2. In addition, if Employee becomes entitled to Severance Pay (i) the
Company shall pay Employee, as soon as practicable after termination of
employment, any amounts earned, accrued or owing to Employee for services prior
to the date of termination and (ii) for a period of one year following
Employee's last day of employment with the Company, the Company shall provide to
Employee, at no cost to Employee, coverage under (or equivalent to) the
medical/dental plans, disability insurance program and life insurance program in
which Employee participated as of such last day of employment (or at any time
within the 12-month period preceding such day).
3. Upon termination of his employment with the Company or at any time the
Company may so request, Employee will promptly deliver to the Company all
memoranda, notices, records, reports, and other documents (and all copies
thereof) relating to the business of the Company and all property associated
therewith which may then be in his possession or under this control, such as a
personal computer, printer, cellular phone and/or facsimile machine.
Furthermore, Employee's agreements with respect to confidentiality and secrecy
shall remain in full force and effect.
4. The Company and Employee agree that any dispute as to the
interpretation or enforcement of this Agreement shall be resolved by final and
binding arbitration in Stamford, Connecticut before a single arbitrator selected
by mutual agreement or (failing agreement) selected in accordance with the rules
of the American Arbitration Association then in effect (the "Arbitrator"). The
award of the Arbitrator may include an award of the costs of arbitration.
5. The terms of this Agreement shall be regarded as severable. If any
term is found by the Arbitrator to be unenforceable, that shall not affect the
enforceability of the remainder of the terms of the Agreement. If any term as
written should be interpreted by the Arbitrator to be so broad as to be
unenforceable, then such term shall be restricted as necessary to make such term
enforceable to the fullest extent permitted by law.
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6. The Company mid Employee acknowledge that they have read this
Agreement, that they are fully aware of its contents and of its legal effect,
that the preceding paragraphs recite the sole consideration for this Agreement,
that all agreements and understandings between the parties are embodied and
expressed herein and that each party enters into this Agreement freely, without
coercion, and based on the party's own judgment and not in reliance upon any
representations or promises made by the other party, other than those contained
herein.
7. This Agreement shall be construed and governed by the laws of the State
of Connecticut.
8. Employee shall execute and deliver such further documents, instruments
and agreements and shall do such further acts and things as may be necessary or
desirable and proper to effectuate the terms hereof and in consideration and as
a condition to payment of Severance Pay, a release of the Company in the form it
then uses pursuant to its severance Policy; provided, however, that such release
shall not result in the release or waiver by Employee of any of this rights
under (i) this Agreement or (ii) any other agreement, plan or arrangement to the
extent that Employee's rights thereunder have vested.
9. Employee shall not be required to mitigate amounts payable to him
under this Agreement by seeking employment or otherwise, nor shall there be any
offset against such amounts for any reason.
10. This Agreement is binding upon and shall enure to the benefit of the
Company and its successors and Employee and this heirs or legal representatives.
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11. Notices required or permitted hereunder shall be in writing and deemed
duly given upon personal delivery or when received following mailing by United
States certified mail, return receipt requested, postage prepaid, addressed, if
to Employee at:
Xxx X. Xxxxxxxx
00 Xxxxxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
and if to the Company at:
Xxxx X. Xxx, Chairman & Chief
Executive Officer
Hexcel Corporation
Two Stamford Plaza
000 Xxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000-0000
HEXCEL CORPORATION
By: /s/ Xxxx X. Xxx
--------------------------------------
XXXX X. XXX
EMPLOYEE
/s/ Xxx X. Xxxxxxxx
--------------------------------------
XXX X. XXXXXXXX
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EXHIBIT A
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Cause Defined. "Cause" for termination of employment shall consist of
the following:
(a) Gross misconduct specifically intended to injure or cause
financial loss to the Company, and failure to discontinue same immediately
after written notice thereof;
(b) Repeated willful disregard of or willful failure to
substantially perform duties (other than any such disregard or failure
resulting from Employee's incapacity due to physical or mental illness) and
failure to cure such disregard or failure within thirty (30) days after
written notice thereof (and no act, or failure to act, shall be deemed
"willfull" unless done, or omitted to be done, by Employee not in good faith
and without reasonable belief that the act, or failure to act was in the best
interest of the Company);
(c) Conviction of a felony or the pleading of nolo contenders to a
felony, provided such conviction or pleading results in incarceration; or
(d) Conviction of, or the pleading of nolo contendere to, a crime
involving dishonesty in dealing with Company property, such as theft,
embezzlement, etc.
Good Reason Defined. "Good Reason" for termination by Employee of
Employee's employment shall mean the occurrence (without Employee's express
written consent) of any one of the following acts by the Company, or failures
by the Company to act, unless, in the case of any act or failure to act
described in paragraph (a) below, such act or failure to act is corrected
within 30 days of receipt by the Company of written notice thereof from
Employee:
(a) An adverse alteration in the nature or status of Employee's
responsibilities, including a diminution in Employee's position, duties,
responsibilities or authority or the failure of Employee to report directly
to the Chief Executive Officer of the Company;
(b) Reduction by the Company in (i) Employee's annual base salary
as in effect on the date hereof or as the same may be increased from time to
time, or (ii) Employee's level of participation in any compensation plan,
including but not limited to the Company's Annual Management Incentive
Compensation Plan or equity-based incentive compensation plans or (iii)
benefits enjoyed by Employee under any of the Company's pension, savings,
life insurance, medical, health and accident or disability plans in which
Employee was participating immediately prior to the date of termination,
unless, in any
such case, such reduction is part of an across-the-board program similarly
affecting all officers of the Company;
(c) The Company's requiring Employee to be based anywhere other than
the New York/Stamford metropolitan area except for required travel on the
Company's business;
(d) The failure by the Company without Employee's consent to pay to
Employee any portion of Employee's current compensation or to pay to Employee
any portion of an installment of deferred compensation under any deferred
compensation program of the Company, within seven (7) days of the date such
compensation is due; or
(e) The failure by the Company to provide adequate office and/or
support facilities suitable to Employee's position and available to other
Company executives.
