0001104659-09-008902 Sample Contracts

EMPLOYEE OPTION AGREEMENT under the Hexcel Corporation 2003 Incentive Stock Plan
Employee Option Agreement • February 12th, 2009 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware

WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) has determined that it is desirable and in the best interest of the Company to grant to the Optionee a stock option as an incentive for the Optionee to advance the interests of the Company;

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RESTRICTED STOCK UNIT AGREEMENT under the Hexcel Corporation 2003 Incentive Stock Plan
Restricted Stock Unit Agreement • February 12th, 2009 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • 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.

Modification to Option Agreements
Option Agreements • February 12th, 2009 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers

All Employee Option Agreements entered into since 2005 have included a provision regarding retirement of the employee. In particular, if the optionee’s employment with Hexcel terminates other than for cause and other than as a result of death at a time when the employee is 65, or 55 with five or more years of service, then the option would continue to vest on its normal vesting schedule, and the employee would have three years from the date of termination of employment to exercise the option (provided that the option could not be exercised after the end of the ten-year term). Employee Option Agreements entered into prior to 2005 with our senior executives contained a similar provision regarding retirement of the employee that also provided for a three-year period to exercise the option after termination of employment.

PERFORMANCE BASED AWARD AGREEMENT under the Hexcel Corporation 2003 Incentive Stock Plan
Performance Based Award Agreement • February 12th, 2009 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This Performance Based Award 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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