EXHIBIT 10.44(c)
FIRST AMENDMENT
TO
SUPPLEMENTAL EXECUTIVE
RETIREMENT AGREEMENT
AMENDMENT made this 30th day of July 2001, between Hexcel Corporation,
a Delaware corporation (the "Company"), and Xxx X. Xxxxxxxx (the "Executive").
WHEREAS, the Company and the Executive have entered into that certain
Supplemental Executive Retirement Agreement dated May 10, 2000 (the
"Agreement"), and
WHEREAS, the Company and the Executive desire to amend the Agreement.
NOW, THEREFORE, the parties mutually agree as follows:
1. Section 2.2.2 of the Agreement shall be amended to read in its
entirety as follows:
"Subject to Section 2.2.7, upon (i) termination by the Executive of
his employment for Good Reason within two years following a Change in
Control, (ii) termination of the Executive's employment by the Company
other than for Cause within two years following a Change in Control or
(iii) a termination of the Executive's employment described in Section
4(e) of the Executive Severance Agreement (whether by the Company or
the Executive), 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 a monthly
benefit starting on the first of the month after his employment
terminates, computed under Section 2.2.1 using a Vesting Percentage of
100% and Continuous Service equal to the Executive's actual Continuous
Service at the time his employment terminates plus 36 months, with
such monthly benefit reduced by one quarter of one percent (1/4%) per
payment for each full calendar month by which the first day of the
month after his employment terminates precedes the Executive's
attainment of age 65."
2. Section 2.2.3 of the Agreement shall be amended to read in its
entirety as follows:
"Subject to Section 2.2.7, and 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 a monthly benefit starting on the first of the
month after his employment terminates, computed under Section 2.2.1
using a Vesting Percentage of 100% and Continuous Service equal to the
Executive's actual Continuous Service at the time his employment
terminates plus 12 months, with such monthly benefit reduced by one
quarter of one percent (1/4%) per payment for each full calendar month
by which the first day of the month after his employment terminates
precedes the Executive's attainment of age 65."
3. The second sentence of Section 2.2.7 of the Agreement shall be
amended to read in its entirety as follows:
"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, computed under Section 2.2.1 and reduced by one
quarter of one percent (1/4%) per payment for each full calendar month
by which the benefit commencement date precedes the Executive's
attainment of age 65, 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."
4. This First Amendment shall be effective as of the date and year
first written above. Except as otherwise expressly amended by this First
Amendment, the Agreement shall remain in full force and effect.
HEXCEL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
/s/ Xxx X. Xxxxxxxx
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Xxx X. Xxxxxxxx
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