EXHIBIT 10.10
AMENDMENT TO AGREEMENTS
AGREEMENT, dated as of October 11, 2000 by and between Hexcel
Corporation, a Delaware corporation (the "Company") and Xxxxxx Xxxxxxx (the
"Executive").
WHEREAS, the Company maintains the Hexcel Corporation
Incentive Stock Plan (the "Plan"); and
WHEREAS, the Company has granted to the Executive under the
Plan, nonqualified options ("NQOs" or "Options") to acquire shares of the common
stock of the Company (the "Common Stock") and contractual rights representing
the right to earn shares of Common Stock under specified circumstances ("PARs")
in each case evidenced by written award agreements entered into between the
Company and the Executive (the "Award Agreements"); and
WHEREAS, under the Award Agreements the Executive has certain
rights upon the occurrence of a Change in Control (as defined thereby); and
WHEREAS, the Company and the Executive have entered into an
Executive Severance Agreement dated as of April 17, 2000 (the "Severance
Agreement"); and
WHEREAS, under the Severance Agreement the Executive has
certain rights upon the occurrence of a Change in Control (as defined therein);
and
WHEREAS, 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")
have entered into a Stock Purchase Agreement dated as of October 11, 2000 (the
"Stock Purchase Agreement") pursuant to which, among other things, the
Purchasers will purchase from Ciba shares of Common Stock; and
WHEREAS, the consummation (the "Closing") of the transactions
contemplated by the Stock Purchase Agreement (the "Transactions") will
constitute a Change in Control under the Plan, the Award Agreements and the
Severance Agreement; and
WHEREAS, the Company desires the Executive to waive certain
rights under the Plan and the Award Agreements and desires to provide additional
incentives to the Executive to remain employed by the Company following the
Closing.
NOW, THEREFORE, the Company and the Executive hereby agree as
follows.
1. The consummation of the Transactions shall not constitute a
Change in Control for purposes of the Plan or the Award Agreements,
notwithstanding anything therein to the contrary.
2. Each Award Agreement and the Severance Agreement is hereby
amended to incorporate a new definition of the term Change in Control (and
related definitions), in the form annexed hereto as Exhibit A.
3. Each Award Agreement pursuant to which Options have been
granted is hereby amended to provide that each Option that is unvested at the
Closing will vest and become exercisable on the earliest to occur of (i) as to
50% of the shares subject thereto, on the 1st anniversary of the Closing and as
to the remaining 50% of the shares subject thereto, on the 2nd anniversary of
the Closing, (ii) the Executive's termination of employment due to death,
Disability (as defined in the Severance Agreement), termination by the Company
without Cause (as defined in the Severance Agreement) or by the Executive for
Good Reason (as defined in the Severance Agreement or (iii) the occurrence of a
Change in Control (as defined in Exhibit A hereto).
4. Each Award Agreement pursuant to which PARs have been
granted is hereby amended to provide that each PAR subject thereto will vest
and, without being subject to the existing limitations relating to Section
162(m) of the Internal Revenue Code of 1986, as amended, the underlying shares
will be distributed on the earliest to occur of (i) as to 50% of the shares
subject thereto, on the 1st anniversary of the Closing and as to the remaining
50% of the shares subject thereto, on the 2nd anniversary of the Closing, (ii)
the Executive's termination of employment due to death, Disability, termination
by the Company without Cause or by the Executive for Good Reason or (iii) the
occurrence of a Change in Control (as defined in Exhibit A hereto).
5. Except as otherwise expressly provided herein, the Award
Agreements and the Severance Agreement shall remain in effect in accordance
with their respective terms.
6. Effective as of the date on which the Closing occurs (the
"Closing Date"), the Company shall grant to the Executive options to acquire
6,610 shares of Common Stock. Such options shall be at an exercise price per
share equal to the greater of (a) the fair market value (as defined in the Plan)
of a share of Common Stock on the Closing Date or (b) $11, and shall otherwise
be made pursuant to the form of Stock Option Agreement annexed hereto as Exhibit
B. The Company agrees that such grant shall not be in lieu of, or otherwise be
taken into account in determining the size or terms of, the annual long term
incentive grant to the Executive for the 2001 or other fiscal year.
7. For purposes of this Agreement, notices, demands, and all
other communications provided for hereunder shall be in writing and shall be
deemed to have been duly given when hand delivered or (unless otherwise
specified) when mailed by United States certified mail, return receipt
requested, postage prepaid, addressed as follows:
To the Executive at the address shown in the personnel records
of the Company
To the Company at:
Hexcel Corporation
Two Stamford Plaza
281 Tresser Boulevard
Stamford Connecticut 06901-3238
Att'n:
or to such other address as either 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.
8. The invalidity or unenforceability of any provision hereof
shall not affect the other provisions hereof, and this Agreement shall be
construed in all respects as if such invalid or unenforceable provision had been
omitted.
9. No change, modification or waiver of any provision of this
Agreement shall be valid unless the same be in writing and signed by the parties
hereto.
10. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior communications, representations and negotiations in respect thereto.
11. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to its conflicts of law rules.
12. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
13. This agreement shall become effective upon the Closing,
and shall be null and void and of no effect if the Closing does not occur.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date and year first written above.
HEXCEL CORPORATION
By:/s/ Xxx X. Xxxxxxxx
Name: Xxx X. Xxxxxxxx
Title: Senior Vice President
/s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
EXHIBIT A
Affiliate of any Person shall mean any other Person that directly or indirectly,
through one or more intermediaries, Controls, is Controlled by, or is under
common Control with, such first Person. Control shall have the meaning specified
in Rule 12b-2 under the Securities Exchange Act of 1934 as in effect on the date
of this Agreement.
Beneficial Owner shall have the meaning used in Rule 13d-3 promulgated under the
Exchange Act.
Change in Control means:
(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of
40% or more of either (x) the then outstanding common stock of the Company (the
"Out- standing Common Stock") or (y) 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 (1)
any acquisition by the Company or any of its Controlled Affiliates, (2) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its Controlled Affiliates and (3) any Person
who becomes such a Beneficial Owner in connection with a transaction described
in the exception within clause (iii) below; or
(ii) a change in the composition of the Board such that the individuals who, on
the date hereof, 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 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 considered a member of the Incumbent Board; or
(iii) there is consummated a merger or consolidation of the Company or any
direct or indirect subsidiary of the Company or a sale or other disposition of
all or substantially all of the assets of the Company ("Corporate Transaction");
excluding, however, such a Corporate Transaction pursuant to which (x) all or
substantially all of the individuals and entities who are the Beneficial Owners,
respectively, of the Outstanding Common Stock and the 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 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, and (y) immediately following which the individuals who comprise the
Board immediately prior thereto constitute at least a majority of the board 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); or
(iv) the approval by the stockholders of the Company of a complete liquidation
or dissolution of the Company; or
(v) the consummation of the transactions contemplated by the Stock Purchase
Agreement.1
Exchange Act shall mean the Securities Exchange Act of 1934, as amended.
Governance Agreement shall mean the Governance Agreement, dated [ ],
2000, among LXH, L.L.C., LXH II, L.L.C., Hexcel Corporation and the other
parties listed on the signature pages thereto.
Person shall have the meaning set forth in Section 3(a)(9) of the Exchange Act,
as modified and used in Sections 13(d) and 14(d) of the Exchange Act.
Stock Purchase Agreement shall mean the Stock Purchase Agreement dated as of
October 11, 2000 by and among Ciba Specialty Chemicals Holding, Inc., Ciba
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1Clause (v) to be included only in the Severance Agreement.
Specialty Chemicals Inc., Ciba Specialty Chemicals Corporation, LXH, L.L.C.
("LXH") and LXH II, L.L.C..2
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2This definition to be included only in the Severance Agreement.
EXHIBIT B
EMPLOYEE OPTION AGREEMENT
(October, 2000)
EMPLOYEE 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 Executive Compensation Committee (the "Committee") of the
Board of Directors of the Corporation (the "Board") has determined that it is
desirable and in the best interest 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 Employee Option Agreement, and this
Employee 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. Term of Option.
(a) Expiration Date; Term. Subject to Section 4(c) 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) below,
the Option shall vest and become exercisable at the rate of
33-1/3% of the Option Shares on each of the first three
anniversaries of the Grant Date.
(c) Termination of Employment; Change in Control.
(i) For purposes of the grant hereunder, any transfer of
employment by the Optionee among the Corporation and
the Subsidiaries shall not be considered a
termination of employment. Except as set forth below
in this Section 4(c)(i), if the Optionee's employment
with the Corporation shall terminate for any reason,
(a) the Option (to the extent then vested) may be
exercised at any time within ninety (90) days after
such termination (but not beyond the Term of the
Option) and (b) the Option, to the extent not then
vested, shall immediately expire upon such
termination. Notwithstanding the foregoing, (a) if
the Optionee's employment with the Corporation is
terminated for Cause (as defined in the last Section
hereof), the Option, whether or not then vested,
shall be automatically terminated as of the date of
such termination of employment and (b) if the
Optionee dies or is disabled (A) while employed by
the Corporation or (B) within 90 days after the
termination of his or her employment (other than a
termination described in clause (a) of this
sentence), the Option may be exercised at any time
within 365 days after the Optionee's death or
disability (but not beyond the Term of the Option).
(ii) If the Optionee's employment terminates by reason of
death, Disability, the termination of the Optionee's
employment by the Company other than for Cause, or
the termination of the Optionee's employment by the
Optionee for Good Reason, the Option shall become
fully and immediately vested and exercisable. In the
event of a Change in Control (as defined in the last
Section hereof), the Option shall immediately become
fully vested and exercisable.
5. Adjustment Upon Changes in Capitalization.
(a) The aggregate number of Option Shares and the Purchase Price
shall be appropriately adjusted by the Committee 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 Employee 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. The Option is not transferable otherwise than by will or the laws
of descent and distribution, and the Option may be exercised during 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.
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 Employment. Nothing contained herein shall be deemed to confer
upon the Optionee any right to remain as an employee of the Corporation.
10. Governing Law/Jurisdiction. This Employee 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 Employee 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 Employee 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
employment records, 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 Employee Option Agreement shall
in no way be construed to be a waiver of such provision or of any other
provision hereof.
14. Counterparts. This Employee 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 Employee Option Agreement cannot be changed or
terminated orally. This Employee Option Agreement and the Plan contain the
entire agreement between the parties relating to the subject matter hereof.
The section headings herein are intended for reference only and shall not
affect the interpretation hereof.
16. Definitions. For purposes of this Employee Option Agreement:
(I) the term "Affiliate" of any Person shall mean any other Person
that directly or indirectly, through one or more intermediaries,
Controls, is Controlled by, or is under common Control with, such
first Person. The term "Control" shall have the meaning specified
in Rule 12b-2 under the Securities Exchange Act of 1934 as in
effect on the date of this Agreement;
(II) the term "Beneficial Owner" shall have the meaning used in Rule
13d-3 promulgated under the Exchange Act;
(III) the term "Cause" shall mean (A) the willful and continued
failure by the Optionee to substantially perform the Optionee's
duties with the Corporation (other than any such failure
resulting from the Optionee's incapacity 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 to
the Optionee by the Corporation, that specifically identifies the
manner in which the Corporation believes that the Optionee has
not substantially performed the Optionee's duties, or (B) the
willful engaging by the Optionee in misconduct that is
demonstrably and materially injurious to the Corporation,
monetarily or otherwise including, but not limited to conduct
that violates any written noncompetition covenant between the
Optionee and the Corporation. No act, or failure to act, on the
Optionee's part shall be deemed "willful" unless done, or omitted
to be done, by the Optionee not in good faith and without
reasonable belief that the Optionee's action or omission was in
the best interest of the Corporation. Notwithstanding the
foregoing, the Optionee shall not be deemed to have been
terminated for Cause without (i) reasonable notice from the Board
to the Optionee setting forth the reasons for the Corporation's
intention to terminate for Cause, (ii) delivery to the Optionee
of a resolution duly adopted by the affirmative vote two-thirds
or more of the Board then in office (excluding the Optionee if he
is then a member of the Board) at a meeting of the Board called
and held for such purpose, finding that in the good faith
opinion of the Board, the Optionee was guilty of conduct herein
set forth and specifying the particulars thereof in detail, (iii)
an opportunity for the Optionee, together with his counsel, to
be heard before the Board, and (iv) delivery to the Optionee
of a Notice of Termination from the Board specifying the
particulars in detail.
(IV) the term "Change in Control" shall mean any of the following
events:
(1) any Person is or becomes the Beneficial Owner, directly or
indirectly, of 40% or more of either (x) the then
outstanding common stock of the Company (the "Outstanding
Common Stock") or (y) 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 (1) any
acquisition by the Company or any of its Controlled
Affiliates, (2) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the
Company or any of its Controlled Affiliates and (3) any
Person who becomes such a Beneficial Owner in connection
with a transaction described in the exception within clause
(3) below; or
(2) a change in the composition of the Board such that the
individuals who, on the date hereof, 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 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 considered a member
of the Incumbent Board; or
(3) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the
Company or a sale or other disposition of all or
substantially all of the assets of the Company
("Corporate Transaction"); excluding, however, such a
Corporate Transaction pursuant to which (x) all or
substantially all of the individuals and entities who
are the Beneficial Owners, respectively, of the
Outstanding Common Stock and the 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 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 Out standing Common
Stock and Total Voting Power, as the case may be, and
(y) immediately following which the individuals who
comprise the Board immediately prior thereto constitute
at least a majority of the board 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); or
(4) the approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
(V) the term "Disability (or becoming Disabled)" shall mean that, as
a result of the Optionee's incapacity due to physical or mental
illness or injury, he or she shall not have performed all or
substantially all of his or her usual duties as an employee of
the Corporation for a period of more than one-hundred-fifty (150)
days in any period of one-hundred-eighty (180) consecutive days;
(VI) the term "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time;
(VII) the term "Good Reason" for termination by the Optionee of the
Optionee's employment shall mean:
(1) A diminution in the Optionee's position, duties,
responsibilities or authority (except during periods
when the Executive is unable to perform all or
substantially all of his duties on account of illness
(either physical or mental) or other incapacity;
(2) A reduction in the Optionee's annual rate of base
salary as in effect on the date hereof or as the same
may be increased from time to time;
(3) Failure by the Corporation to continue in effect any
compensation plan in which the Optionee participates
which is material to the Optionee's total compensation,
unless an equitable arrangement (embodied in an ongoing
substitute plan) has been made with respect to such
plan, or failure by the Corporation to continue the
Optionee's participation therein (or in such substitute
plan) on a basis not materially less favorable to the
Optionee;
(4) Failure by the Corporation to continue to provide the
Optionee with benefits substantially similar to those
enjoyed by the Optionee under any of the Corporation's
pension, savings, life insurance, medical, health and
accident, or disability plans in which the Optionee was
participating (except for across-the-board changes
similarly affecting all senior executives of the
Corporation and all senior executives of any Person in
control of the Corporation), or failure by the
Corporation to continue to provide the Optionee with
the number of paid vacation days per year equal to the
greater 4 weeks and (b) the number to which the
Optionee is entitled in accordance with the
Corporation's vacation policy;
(5) Failure to provide facilities or services which are
suitable to the Optionee's position;
(6) Failure of any successor (whether direct or indirect,
by purchase of stock or assets, merger, consolidation
or otherwise) to the Corporation to assume the
Corporation's obligations hereunder or failure by the
Corporation to remain liable to the Optionee hereunder
after such assumption;
(7) Any termination by the Corporation of the Optionee's
employment which is not effected pursuant to a Notice
of Termination satisfying the requirements of a Notice
of Termination contained in this Agreement;
(8) the relocation of the Optionee's principal place of
employment to a location more than fifty (50) miles
from the Optionee's principal place of employment as of
the date hereof; or
(9) Failure to pay the Optionee any portion of current or
deferred compensation within seven (7) days of the date
such compensation is due.
The Optionee's continued employment shall not constitute consent to, or waiver
of rights with respect to, any circumstance constituting Good Reason hereunder;
provided, however, that the Optionee shall be deemed to have waived his rights
pursuant to circumstances constituting Good Reason hereunder if he shall not
have provided the Corporation a Notice of Termination within ninety (90) days
following his knowledge of the occurrence of circumstances constituting Good
Reason;
(VIII) the term "Governance Agreement" shall mean the Governance
Agreement, dated [ ], 2000, among LXH, L.L.C., LXH II, L.L.C.,
Hexcel Corporation and the other parties listed on the signature
pages thereto;
(IX) the term "Person" shall have the meaning given in Section 3(a)(9)
of the Exchange Act, as modified and used in Sections 13(d) and
14(d) of the Exchange Act; and
(X) the term "Notice of Termination" shall mean a notice which shall
indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of
the Optionee's employment under the provision so indicated.
Annex A
NOTICE OF GRANT
EMPLOYEE STOCK OPTION
HEXCEL CORPORATION INCENTIVE STOCK PLAN
The following employee of Hexcel Corporation, a Delaware corporation
("Hexcel") or a Subsidiary, has been granted an option to purchase shares of the
Common Stock of Hexcel, $.01 par value, in accordance with the terms of this
Notice of Grant and the Employee 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 Employee Option Agreement.
Optionee
-------------------------------------- ----------------------------------------
Address of Optionee
-------------------------------------- ----------------------------------------
Employee Number
-------------------------------------- ----------------------------------------
Employee ID Number
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Foreign Sub Plan, if applicable
-------------------------------------- ----------------------------------------
Grant Date
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Purchase Price
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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 Employee Option Agreement to which this Notice of Grant
is attached and execute this Notice of Grant and Employee Option Agreement as of
the Grant Date.
HEXCEL CORPORATION
Optionee
By:
Xxx X. Xxxxxxxx
Senior Vice President
