EXHIBIT 10.31
RESTRICTED STOCK UNIT AGREEMENT
under the
Hexcel Corporation Incentive Stock Plan
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.
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
Restricted Stock Units ("RSUs") 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 RSUs granted herein constitute an Award within the meaning of the
Plan.
2. TERMS OF RESTRICTED STOCK. The grant of RSUs 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
RSUs until such RSUs 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 RSUs 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 RSUs and
subject to the conditions set forth in the Plan and this Agreement. Any attempt
to transfer RSUs in contravention of this Section is void AB INITIO. RSUs shall
not be subject to execution, attachment or other process. Notwithstanding the
foregoing, the Grantee shall be permitted to transfer RSUs 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 RSUs and the transferee of the RSUs shall be subject to all
conditions applicable to the RSUs (including all of the terms and conditions of
this Agreement) prior to transfer.
3. VESTING AND CONVERSION OF RSUs. The RSUs shall vest and be converted
into an equivalent number of shares of Common Stock that will be immediately
distributed to the Grantee at the rate of 33-1/3% of the RSUs on each of the
first three anniversaries of the
Grant Date. Upon the distribution of the shares of Common Stock in respect of
the RSUs, 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 RSUs 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
RSUs shall vest, be converted into shares of Common Stock and be immediately
distributed to the Grantee, and (iii) if the Grantee's employment with the
Company terminates due to the Grantee's Retirement (as defined in the last
Section hereof), all RSUs shall vest, be converted in shares of Common Stock and
be immediately distributed to the Grantee.
(b) Subject to Section 4(a) hereof, 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 RSUs
which have not yet become vested as of the date of termination of employment.
(c) In the event of a Change in Control (as defined in the last Section
hereof), all RSUs 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 RSUs 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 RSUs. 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,
- 2 -
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.
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 RSUs 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:
(1) (a) any Person other than a Financial Buyer is or becomes the
Beneficial Owner, directly or indirectly, of 40% 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
- 3 -
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 Controlled Affiliates, (B) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the
Corporation or any of its Controlled Affiliates and (C) any Person who
becomes such a Beneficial Owner in connection with a transaction described
in the exclusion within paragraph (3) below, or
(b) (i) any Financial Buyer is or becomes the Beneficial Owner,
directly or indirectly, of 40% or more of either (A) the Outstanding Common
Stock or (B) the Total Voting Power; excluding, however, the following: (I)
any acquisition by the Corporation or any of its Controlled Affiliates,
(II) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Corporation 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
(3) below (any such transaction referred to hereinafter as a "Financial
Buyer Investment"), AND
(ii) on the date of the consummation of such Financial Buyer
Investment, or at any time on or before the one year anniversary date of
such Financial Buyer Investment, the Investors (as defined in the
Governance Agreement) Beneficially Own less than 75% of the number of
shares of Common Stock Beneficially Owned by the Investors on the date of
this Employee Option Agreement (without giving effect to any stock split,
combination, reorganization, recapitalization, reclassification or other
similar event involving the shares of Common Stock Beneficially Owned by
the Investors); 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 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 Corporation
or any direct or indirect Subsidiary of the Corporation or a sale or other
disposition of all or substantially all of the assets of the Corporation
("Corporate Transaction"); excluding, however,
(a) a Corporate Transaction (i) 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
- 4 -
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 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, and (ii) 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 Corporation or all or
substantially all of the Corporation's assets either directly or through
one or more subsidiaries), and
(b) a Corporate Transaction with a Person which is a Financial Buyer
if, and only if, at the time such Corporate Transaction is consummated and
at all times on or before the one year anniversary date of such Corporate
Transaction, the Investors Beneficially Own at least 75% of the number of
shares of Common Stock Beneficially Owned by the Investors on the date of
this Employee Option Agreement (without giving effect to any stock split,
combination, reorganization, recapitalization, reclassification or other
similar event involving the shares of Common Stock Beneficially Owned by
the Investors); or
(4) the approval by the stockholders of the Corporation of a complete
liquidation or dissolution of the Corporation;
(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 "Financial Buyer" shall mean a Person which (i) is not
primarily engaged in making or selling products or providing services (other
than financial or investment products and services), and (ii) is not a
Controlled Affiliate of any Person primarily engaged in making or selling
products or providing services (other than financial or investment products and
services);
(g) 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, as amended from
time to time;
(h) 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
- 5 -
(i) 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).
- 6 -
ANNEX A
NOTICE OF GRANT
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.
--------------------------------------------------------------------------------
Grantee
--------------------------------------------------------------------------------
Address of Grantee
--------------------------------------------------------------------------------
Employee Number
--------------------------------------------------------------------------------
Employee ID Number
--------------------------------------------------------------------------------
Foreign Sub Plan, if applicable
--------------------------------------------------------------------------------
Grant Date
--------------------------------------------------------------------------------
Aggregate Number of RSUs
Granted
--------------------------------------------------------------------------------
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.
----------------------- HEXCEL CORPORATION
Grantee
By:
-------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President
- 7 -
