Exhibit 10.10
EMPLOYEE OPTION AGREEMENT
under the
Hexcel Corporation 2003 Incentive Stock
Plan
EMPLOYEE OPTION AGREEMENT, dated as
of the Grant Date, by and between the Optionee and Hexcel
Corporation (the “Company”).
W I T N E S S E T H:
WHEREAS, the Company has adopted the
Hexcel Corporation 2003 Incentive Stock Plan (the
“Plan”); and
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;
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 Employee Option Agreement, and
this Employee 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 IX 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 Company hereby grants to the Optionee the right and option (the
“Option”) to purchase all or any part of the Option
Shares of the Company’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, which is not less
than 100% of the Fair Market Value per share of the Option Shares
as of the Grant Date.
4.
Terms of Option
.
(a)
Expiration Date; Term
. Subject to
Section 4(c) below, the Option shall expire on, and shall
no longer be exercisable following, the tenth anniversary of the
Grant Date. The ten-year period from the Grant Date to its tenth
anniversary shall constitute the “Term” of the
Option.
(b)
Vesting Period;
Exercisability .
Subject to Section 4(c) below, the Option shall vest and
become exercisable at the rate of 33-1/3% of the Option Shares on
each of the first three anniversaries of the Grant Date.
(c)
Termination of Employment; Change
in Control .
(i)
For purposes of the grant hereunder,
any transfer of employment by the Optionee among the Company and
its Subsidiaries shall not be considered a termination of
employment. If the Optionee’s employment with the Company is
terminated for Cause (as defined in the last Section hereof),
the Option, whether or not then vested, shall be automatically
terminated as of the date of such termination of employment. If the
Optionee’s employment with the Company shall terminate other
than by reason of Retirement (as defined in the last
Section hereof), Disability (as defined in the last
Section hereof), death or Cause, the Option (to the extent
then vested) may be exercised at any time within ninety (90) 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.
If the Optionee dies or becomes
Disabled (A) while employed by the Company or (B) within
90 days after the termination of his or her employment other than
for Cause or Retirement, the Option shall (I) become fully and
immediately vested and exercisable and (II) remain exercisable
for one year from the date of death or Disability (but not beyond
the Term of the Option).
If the Optionee’s employment
terminates by reason of Retirement, (A) the Option shall, if
not fully vested at the time of such termination, continue to vest
in accordance with Section 4(b) above, and (B) the
Option shall expire upon the earlier to occur of the five-year
anniversary date of such Retirement and the expiration of the Term.
If the Optionee dies during the five-year period immediately
following the Retirement of the Optionee, the Options shall
(I) become fully and immediately vested and exercisable and
(II) remain exercisable for the remainder of the five-year
period from the date of Retirement (but not beyond the Term of the
Option).
(ii)
In the event of a Change in Control
(as defined in the last Section hereof), the Option shall
immediately become fully vested and exercisable and the
post-termination periods of exercisability set forth in
Section 4(c)(i) hereof shall apply, except that the
post-termination period of exercisability shall be extended and the
Option shall remain exercisable for a period of two years from the
date of such termination of employment, if, within two years after
a Change in Control, (A) the Optionee’s employment is
terminated by the Company other than by reason of Retirement,
Cause, Disability or death or (B) the Optionee terminates the
Optionee’s employment for Good Reason (as defined in the last
Section hereof).
(d)
Forfeiture of Option on Certain
Conditions .
(i)
Notwithstanding anything to the
contrary contained in this Employee Option Agreement, should the
Optionee while an employee or after termination of employment fail
to comply with the “Protective Condition” (as defined
in Section 4(d)(ii)), then the Option, to the extent not
already exercised, shall immediately expire upon the
Optionee’s failure to meet such condition.
(ii)
“Protective Condition”
shall mean that the Optionee (A) complies with all terms and
provisions of any obligation of confidentiality to the Company
contained in a written agreement signed by the Optionee, and
(B) does not engage, in any capacity, directly or indirectly,
including but not limited to as employee, agent, consultant,
manager, executive, owner or stockholder (except as a passive
investor holding less than a 5% equity interest in any enterprise)
in any business entity engaged in competition with the business
conducted by the Company on the date of the Optionee’s
termination of employment with the Company anywhere in the world
(except that the Optionee may be employed by a competitor of the
Company so long as the Optionee’s duties and responsibilities
do not relate directly or indirectly to the business segment of the
new employer which is competitive with the business conducted by
the Company).
5.
Adjustment Upon Changes in
Capitalization .
(a)
The aggregate number of Option
Shares and the Purchase Price shall be proportionately 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 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 Employee Option Agreement in the event of any other
reorganization, recapitalization, merger, consolidation, spin-off,
extraordinary dividend or other distribution or similar transaction
involving the Company.
(b)
Any adjustment under this
Section 5 in the number of Option Shares and the Purchase
Price shall be subject to Section 12 below and 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 Company 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 Company, or by money transfers or direct account debits to an
account designated by the Company; (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 Company; or (iv) by any combination of the
methods described in (i) through (iii) above.
(b)
The Company’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, local and other withholding tax, if any. The
Company or a Subsidiary 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, local or other 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 and, after the death of
the Optionee the estate or any estate beneficiary of 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 or other
entities whose only partners or other equity owners are such family
members; provided, however, that no consideration can be paid for
the transfer of the Option and the transferee of the Option must
agree to 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.
Issuance of Shares
. Any shares of Common Stock
to be issued to the Optionee under this Employee Option Agreement
may be issued in either certificated form, or in uncertificated
form (via the Direct Registration System or otherwise).
10.
No Right to Employment
. Nothing contained herein
shall be deemed to confer upon the Optionee any right to remain as
an employee of the Company.
11.
Section 409A
(a)
It is intended that this Employee
Option Agreement comply in all respects with the requirements of
Sections 409A(a)(2) through (4) of the Code and
applicable Treasury Regulations and other generally applicable
guidance issued thereunder (collectively, the “Applicable
Regulations”), and this Employee Option Agreement shall be
interpreted for all purposes in accordance with this
intent.
(b)
Notwithstanding any term or
provision of this Employee Option Agreement (including any term or
provision of the Plan incorporated herein by reference), the
parties hereto agree that, from time to time, the Company may,
without prior notice to or consent of the Optionee, amend this
Employee Option Agreement to the extent determined by the Company,
in the exercise of its discretion in good faith, to be necessary or
advisable to prevent the inclusion
