0001047469-03-007410 Sample Contracts

EMPLOYEE OPTION AGREEMENT under the Hexcel Corporation Incentive Stock Plan
Employee Option Agreement • March 3rd, 2003 • Hexcel Corp /De/ • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

EMPLOYEE OPTION AGREEMENT, dated as of the Grant Date, by and between the Optionee and Hexcel Corporation (the "Corporation").

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 3rd, 2003 • Hexcel Corp /De/ • Abrasive, asbestos & misc nonmetallic mineral prods • Connecticut

AMENDMENT, dated as of December 12, 2002 (this "Amendment"), to the Employment Agreement (the "Employment Agreement") dated as of July 20, 2001 between Hexcel Corporation and David E. Berges.

RETAINER FEE OPTION AGREEMENT for Non-Employee Directors
Option Agreement • March 3rd, 2003 • Hexcel Corp /De/ • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

WHEREAS, the Board of Directors of the Corporation (the "Board") has determined that it is desirable and in the best interests of the Corporation to grant to the Optionee a stock option as an incentive for the Optionee to advance the interests of the Corporation;

RESTRICTED STOCK UNIT AGREEMENT under the Hexcel Corporation Incentive Stock Plan
Restricted Stock Unit Agreement • March 3rd, 2003 • Hexcel Corp /De/ • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

This 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.

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