Exhibit 10.22
PERFORMANCE ACCELERATED
RESTRICTED STOCK UNIT AGREEMENT
under the
Hexcel Corporation Incentive Stock Plan
This Performance Accelerated Restricted Stock Unit Agreement (the
"Agreement"), is entered into as of the Grant Date, by and between Hexcel
Corporation, a Delaware corporation (the "Company"), and the Grantee.
Pursuant to the Hexcel Corporation Incentive Stock Plan (the "Plan"),
the Compensation Committee (the "Committee") of the Board of Directors of the
Company (the "Board") has determined that the Grantee shall be granted
Performance Accelerated Restricted Stock Units ("PARS") upon the terms and
subject to the conditions hereinafter contained. Capitalized terms used but not
defined herein shall have the meanings assigned to them in the Plan.
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 in this Agreement and set
forth in the Notice of Grant shall have the meanings ascribed to them in the
Notice of Grant and capitalized terms used in this Agreement 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 Agreement, and this 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 PARS granted herein constitute an Award within
the meaning of the Plan.
2. TERMS OF RESTRICTED STOCK. The grant of PARS provided in Section 1
hereof shall be subject to the following terms, conditions and restrictions:
(a) The Grantee shall not possess any incidents of ownership
(including, without limitation, dividend and voting rights) in shares of the
Company's common stock, $.01 par value per share (the "Common Stock") in respect
of the PARS until such PARS have vested and been distributed to the Grantee in
the form of shares of Common Stock.
(b) Except as provided in this Section 2 (b), the PARS and any interest
therein may not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of, except by will or the laws of descent and distribution,
prior to the distribution of the Common Stock in respect of such PARS and
subject to the conditions set forth in the Plan and this Agreement. Any attempt
to transfer PARS in contravention of this Section is void AB INITIO. PARS shall
not be subject to execution, attachment or other process. Notwithstanding the
foregoing, the Grantee shall be permitted to transfer PARS 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 PARS and the
transferee of the PARS shall be subject to all conditions applicable to the PARS
(including all of the terms and conditions of this Agreement) prior to transfer.
3. VESTING AND CONVERSION OF PARS. The PARS shall vest on (a) January
1, 2008, or (b) on an earlier date when the closing price of a share of Common
Stock as reported on the New York Stock Exchange Consolidated Transactions Tape
shall equal or exceed $20 for any ten days out of thirty consecutive trading
days. Upon the later to occur of (i) January 1, 2004 or (ii) the vesting of the
PARS, such vested PARS shall be converted into an equivalent number of shares of
Common Stock that will be immediately distributed to the Grantee; PROVIDED,
HOWEVER, that, to the extent that (and only to the extent that) the Company
would be precluded from deducting the associated compensation expense because of
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
such PARS shall be converted and distributed to the Grantee on the first
business day of the first year (or years, if the first deferred distribution
shall not include all of such PARS) in which the Company will not be so
precluded; and PROVIDED FURTHER, that no PARS shall be converted and distributed
to the Grantee unless the Grantee is an employee of the Company (or a
Subsidiary) on December 31, 2003. On each dividend payment date with respect to
the Common Stock subsequent to any PARS becoming fully vested but not yet
converted and distributed by virtue of the immediately preceding proviso, the
Company shall credit the Grantee with an additional number of fully vested whole
and partial PARS (assuming each such PARS unit was a share of Common Stock)
equal in value to the amount of dividends which the Grantee would have received
on such dividend payment date if all such vested PARS (including PARS previously
credited to the Grantee pursuant to this section) which had not yet been
converted into shares had been so converted prior to the record date of such
dividend. Such dividends will be credited as vested PARS as of the payment date
of such dividends and such vested PARS shall thereafter be treated in the same
manner as other PARS under this Agreement (the foregoing method of dividend
crediting being referred to herein as being credited with the "Dividend
Equivalent").
Upon the distribution of the shares of Common Stock in respect of the
PARS, the Company shall issue to the Grantee or the Grantee's personal
representative a stock certificate representing such shares of Common Stock,
free of any restrictions.
4. TERMINATION OF EMPLOYMENT; CHANGE OF CONTROL.
(a) For purposes of the grant hereunder, any transfer of employment by
the Grantee among the Company and its Subsidiaries shall not be considered a
termination of employment. Notwithstanding any other provision contained herein
or in the Plan, (i) if the Grantee dies or terminates employment due to
Disability (as defined in the last Section hereof), all PARS shall vest, be
converted into shares of Common Stock and be immediately distributed to the
Grantee, (ii) if the Grantee's employment with the Company is involuntarily
terminated other than for Cause (as defined in the last Section hereof), all
PARS shall vest, be converted into shares of Common Stock and be immediately
distributed to the Grantee, (iii) if the Grantee voluntarily terminates
employment with the Company, all vested PARS shall be converted into shares of
Common Stock and be immediately distributed to the Grantee, provided that the
Grantee is an employee of the Company (or a Subsidiary) on December 31, 2003,
and (iv) if the Grantee's employment with the Company terminates due to the
Grantee's Retirement (as defined in the last Section hereof), all PARS shall
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vest, be converted in shares of Common Stock and be immediately distributed to
the Grantee; PROVIDED, HOWEVER, that in each case an appropriate number of such
PARS shall not be converted and distributed to the Grantee until the first
business day of the first year in which the Company is not precluded from
deducting the associated compensation expense under Section 162(m) of the Code,
but only to the extent such number of PARS would not be deductible until such
time; FURTHER, PROVIDED, that the Grantee shall, if applicable, be credited with
the Dividend Equivalent with respect to such PARS.
If the Grantee's employment with the Company is involuntarily
terminated for Cause or the Grantee voluntarily terminates his employment with
the Company, the Grantee shall forfeit all PARS which have not yet become vested
as of the date of termination of employment.
(b) In the event of a Change in Control (as defined in the last Section
hereof), all PARS shall vest, be converted into shares of Common Stock and be
immediately distributed to the Grantee.
5. EQUITABLE ADJUSTMENT.
The aggregate number of shares of Common Stock subject to the
PARS, and the $20 per share price set forth in clause 3(b) hereof, shall be
proportionately adjusted 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 the receipt of
consideration by the Company, 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
Agreement in the event of any other reorganization, recapitalization, merger,
consolidation, spin-off, extraordinary dividend or other distribution or similar
transaction involving the Company.
6. TAXES. The Grantee shall pay to the Company promptly upon request
any taxes the Company reasonably determines it is required to withhold under
applicable tax laws with respect to the PARS. Such payment shall be made as
provided in Section IX(f) of the Plan.
7. NO GUARANTEE OF EMPLOYMENT. Nothing set forth herein or in the
Plan shall confer upon the Grantee any right of continued employment for any
period by the Company, or shall interfere in any way with the right of the
Company to terminate such employment.
8. NOTICES. Any notice required or permitted under this Agreement
shall be deemed given when delivered personally, or when deposited in a United
States Post Office, postage prepaid, addressed, as appropriate, to the Grantee
at the last address specified in Grantee's employment records, or such other
address as the Grantee may designate in writing to the Company, or to the
Company, Attention: Corporate Secretary, or such other address as the Company
may designate in writing to the Grantee.
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9. FAILURE TO ENFORCE NOT A WAIVER. The failure of either party
hereto to enforce at any time any provision of this Agreement shall in no way be
construed to be a waiver of such provision or of any other provision hereof.
10. GOVERNING LAW. This Agreement shall be governed by and construed
according to the laws of the State of Delaware, without regard to the conflicts
of laws provisions thereof.
11. INCORPORATION OF PLAN. The Plan is hereby incorporated by
reference and made a part of this Agreement, and this 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 PARS granted herein constitute Awards within the meaning of the
Plan.
12. COUNTERPARTS. This 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.
13. MISCELLANEOUS. This Agreement cannot be changed or terminated
orally. This 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.
14. DEFINITIONS. For purposes of this Agreement:
(a) the term "Beneficial Owner" (and variants thereof) shall have the
meaning given in Rule 13d-3 promulgated under the Exchange Act;
(b) the term "Cause" shall mean (i) the willful and continued failure
by the Grantee to substantially perform the Grantee's duties with the Company
(other than any such failure resulting from the Grantee's incapacity due to
physical or mental illness) after a written demand for substantial performance
is delivered to the Grantee by the Company, which demand specifically identifies
the manner in which the Company believes that the Grantee has not substantially
performed the Grantee's duties, or (ii) the willful engaging by the Grantee in
conduct which is demonstrably and materially injurious to the Company or its
subsidiaries, monetarily or otherwise. For purposes of clauses (i) and (ii) of
this definition, no act, or failure to act, on the Grantee's part shall be
deemed "willful" unless done, or omitted to be done, by the Grantee not in good
faith and without the reasonable belief that the Grantee's act, or failure to
act, was in the best interest of the Company;
(c) the term "Change in Control" shall mean any of the following
events:
(i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of 40% 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: (I) any acquisition
by the Company or any of its Controlled Affiliates, (II) any
acquisition by
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any employee benefit plan (or related trust) sponsored or maintained
by the Company or any of its Controlled Affiliates and (III) any
Person who becomes such a Beneficial Owner in connection with a
transaction described in the exclusion within paragraph (iii) below;
or
(ii) 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 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 (A) 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 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 company 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 (B) 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 company 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.
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(d) the term "Disability" shall mean that, as a result of the Grantee's
incapacity due to physical or mental illness or injury, the Grantee shall not
have performed all or substantially all of the Grantee's usual duties as an
employee of the Company for a period of more than one-hundred-fifty (150) days
in any period of one-hundred-eighty (180) consecutive days;
(e) the term "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time;
(f) the term "Governance Agreement" shall mean the Governance Agreement,
dated December 19, 2000, among LXH, L.L.C., LXH II, L.L.C., Hexcel Corporation
and the other parties listed on the signature pages thereto;
(g) 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
(h) the term "Retirement" shall mean termination of the Grantee's
employment, other than by reason of death or Cause, either (A) at or after age
65 or (B) at or after age 55 after five (5) years of employment by the Company
(or a Subsidiary thereof).
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ANNEX A
NOTICE OF GRANT
PERFORMANCE ACCELERATED RESTRICTED STOCK UNITS
HEXCEL CORPORATION INCENTIVE STOCK PLAN
The following employee of Hexcel Corporation, a Delaware corporation, or a
Subsidiary, has been granted performance accelerated restricted stock units in
accordance with the terms of this Notice of Grant and the Agreement to which
this Notice of Grant is attached.
The terms below shall have the meanings ascribed to them below when used in
the Agreement.
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Grantee
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Address of Grantee
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Employee Number
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Employee ID Number
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Foreign Sub Plan, if applicable
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Grant Date
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Aggregate Number of PARS
Granted
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IN WITNESS WHEREOF, the parties hereby agree to the terms of this Notice of
Grant and the Agreement to which this Notice of Grant is attached and execute
this Notice of Grant and the Agreement as of the Grant Date.
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____________________________ HEXCEL CORPORATION
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Grantee
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By: _____________________________
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Xxx X. Xxxxxxxx
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Senior Vice President
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