EXHIBIT 10.8
RETAINER FEE OPTION AGREEMENT
For
Non-Employee Directors
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, as amended and restated January 30, 1997 and approved by the
stockholders on May 22, 1997 (the "Plan"); and
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;
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 Option Agreement, and this 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. TERMS OF OPTION.
(a) EXPIRATION DATE; TERM. Subject to Section 4(d) below, the Option
shall expire on, and shall no longer be exercisable following, the fifth
anniversary of the Grant Date. The five-year period from the Grant Date
to its fifth anniversary shall constitute the "Term" of the Option.
(b) VESTING PERIOD; EXERCISABILITY. Subject to Section 4(c) and 4(d)
below, the Option shall vest in proportion to the time elapsed between the
Grant Date and the first anniversary of the Grant Date.
(c) CHANGE OF CONTROL. In the event of a Change in Control (as defined in
the last Section hereof), the Option shall immediately become fully vested
and exercisable.
(d) TERMINATION OF SERVICE AS DIRECTOR. (i) Except as provided in Section
4(d)(ii) hereof, if the Optionee's service as a member of the Board is
terminated for any reason (other than death or disability), the Option (to
the extent vested on the date of termination) may be exercised at any time
within ninety days after such termination (but not beyond the Term of the
Option). The Option, to the extent not then vested, shall immediately
expire upon such termination.
(ii) In the event the Optionee's service as a member of the Board is
terminated because of death or disability, the Option (to the extent
vested on the date of termination) may be exercised at any time within one
year after the Optionee's death or disability (but not beyond the Term of
the Option). The Option, to the extent not vested, shall immediately
expire upon such termination.
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
2
other changes, including changes in the classes of securities available,
to the extent reasonably necessary or desirable to preserve the intended
benefits under this 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. Except as provided in this Section 7, 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. Notwithstanding the foregoing,
the Optionee shall be permitted to transfer the Option 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
3
transfer of the Option and the transferee of the Option shall be subject
to all conditions applicable to the Option prior to its transfer.
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 CONTINUED SERVICE AS DIRECTOR. Nothing contained herein
shall be deemed to confer upon the Optionee any right to continue to
serve as a member of the Board.
10. GOVERNING LAW/JURISDICTION. This 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 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 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 records with the
Corporation, 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 Option Agreement shall in no
way be construed to be a waiver of such provision or of any other
provision hereof.
14. COUNTERPARTS. This 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.
4
15. MISCELLANEOUS. This Option Agreement cannot be changed or terminated
orally. This 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 Option Agreement:
(I) the term "Beneficial Owner" (and variants thereof) shall have the
meaning given in Rule 13d-3 promulgated under the Exchange Act;
(II) the term "Change in Control" shall mean any of the following events:
(1)(a) any Person (as defined in this Section) is or becomes the
Beneficial Owner of 20% or more of either (i) the then outstanding
Common Stock of the Corporation (the "Outstanding Common Stock") or
(ii) the combined voting power of the then outstanding securities
entitled to vote generally in the election of directors of the
Corporation (the "Total Voting Power"); excluding, however, the
following: (A) any acquisition by the Corporation or any of its
affiliates or (B) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Corporation or any of
its affiliates and (b) Ciba (as defined in this Section) beneficially
owns, in the aggregate, a lesser percentage of the Total Voting Power
than such Person beneficially owns; or
(2) a change in the composition of the Board such that the
individuals who, as of the effective date of this Employee Option
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 Corporation's
stockholders, was made or approved pursuant to the Governance
Agreement (as defined in this Section) 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
5
(3) the approval by the stockholders of the Corporation of a
reorganization, merger or consolidation or sale or other disposition
of all or substantially all of the assets of the Corporation
("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
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 trans
action owns the Corporation or all or substantially all of the
Corporation'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, or (b) after
which no Person beneficially owns a greater percentage of the
combined voting power of the then outstanding securities entitled to
vote generally in the election of directors of such corporation than
does Ciba; or
(4) Ciba shall become the Beneficial Owner of more than 57.5% of
the Total Voting Power; or
(5) the approval by the stockholders of the Corporation of a
complete liquidation or dissolution of the Corporation;
(III) the term "Ciba" shall mean Ciba-Geigy Limited, a Swiss corporation,
or such corporation or corporations as are substituted for Ciba-Geigy
Limited, together with their respective affiliates and any former
affiliates holding Corporation voting securities pursuant to
Section 4.01(b) of the Governance Agreement;
(IV) the term "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time;
(V) the term "Governance Agreement" shall have the meaning given in the
Strategic Alliance Agreement (as defined in this Section);
(VI) 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
6
Exchange Act, but excluding Ciba for so long as Ciba is subject to the
restrictions imposed by the Governance Agreement; and
(VII) the term "Strategic Alliance Agreement" shall mean the Strategic
Alliance Agreement among the Corporation, Ciba-Geigy Limited and Ciba-
Geigy Corporation, dated as of September 29, 1995, as amended.
7
ANNEX A
NOTICE OF GRANT
STOCK OPTION
HEXCEL CORPORATION INCENTIVE STOCK PLAN
The following member of the Board of Directors of Hexcel Corporation, a
Delaware corporation ("Hexcel"), has been granted an option to purchase
shares of the Common Stock of Hexcel, $.01 par value per share, in accordance
with the terms of this Notice of Grant and the Retainer Fee 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 Option Agreement.
------------------------------------------------------------------------------
Optionee
------------------------------------------------------------------------------
Address of Optionee
------------------------------------------------------------------------------
Grant Date
------------------------------------------------------------------------------
Purchase Price
------------------------------------------------------------------------------
Aggregate Number of Shares
Granted (the "Option Shares")
------------------------------------------------------------------------------
IN WITNESS WHEREOF, the parties hereby agree to the terms of this Notice
of Grant and the Retainer Fee Option Agreement to which this Notice of Grant
is attached and execute this Notice of Grant and Option Agreement as of the
Grant Date.
_________________________ HEXCEL CORPORATION
Optionee
By:
____________________________
Name:
____________________________
Title:
____________________________
