0001104659-09-000927 Sample Contracts

EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • January 7th, 2009 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Connecticut

This AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT between HEXCEL CORPORATION, a Delaware corporation with offices at Stamford, Connecticut (the “Company”), and Wayne C. Pensky (the “Executive”), is dated December 31, 2008, and amends and restates the Executive Severance Agreement dated April 27th, 2007.

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PERFORMANCE BASED AWARD AGREEMENT under the Hexcel Corporation 2003 Incentive Stock Plan
Performance Based Award Agreement • January 7th, 2009 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware

AMENDED AND RESTATED PERFORMANCE BASED AWARD AGREEMENT (this “Agreement”), dated as of December 31, 2008, by and between the Grantee and Hexcel Corporation (the “Company”). This Amended and Restated Agreement replaces the earlier version of this agreement dated .

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RESTRICTED STOCK UNIT AGREEMENT for Non-Employee Directors
Restricted Stock Unit Agreement • January 7th, 2009 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware

AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of December 31, 2008, by and between the Grantee and Hexcel Corporation (the “Corporation”). This Amended and Restated Agreement replaces the earlier version of this agreement dated .

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RESTRICTED STOCK UNIT AGREEMENT under the Hexcel Corporation 2003 Incentive Stock Plan
Restricted Stock Unit Agreement • January 7th, 2009 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware

AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of December 31, 2008, by and between the Grantee and Hexcel Corporation (the “Company”). This Amended and Restated Agreement replaces the earlier version of this agreement dated (the “Original Agreement”).

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AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive • January 7th, 2009 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York

AMENDED AND RESTATED AGREEMENT made this 31st day of December, 2008, to be effective as of the 31st day of December, 2008, between Hexcel Corporation, a Delaware corporation (the “Company”), and David E. Berges (the “Executive”). This amended and restated Agreement replaces the earlier version of the Agreement dated July 30, 2001, as amended on December 31, 2007.

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EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2009 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Connecticut

THIS AMENDED AND RESTATED AGREEMENT between Hexcel Corporation, a Delaware corporation (the “COMPANY”), and David E. Berges (the “EXECUTIVE”), is dated December 31, 2008, and amends and restates the Employment Agreement dated July 30, 2001, as amended by that certain Amendment to Employment Agreement dated as of December 12, 2002, as further amended by that certain Amendment to Employment Agreement dated as of November 16, 2004.

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