Exhibit 10.2
RESTRICTED STOCK UNIT
AGREEMENT
for
Non-Employee Directors
RESTRICTED STOCK UNIT AGREEMENT (this
“Agreement”), dated as of the Grant Date, by and
between the Grantee and Hexcel Corporation (the
“Corporation”).
W I T N E S
S E T H :
WHEREAS, the Corporation has adopted the Hexcel
Corporation 2003 Incentive Stock Plan (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 Grantee restricted stock units (“RSUs”) as an
incentive for the Grantee to advance the interests of the
Corporation.
NOW, THEREFORE, the parties agree as
follows:
1. Notice
of Grant; Incorporation of Plan . Pursuant to the Plan
and subject to the terms and conditions set forth herein and
therein, the Corporation hereby grants to the Grantee the number of
RSUs indicated on the Notice of Grant attached hereto as Annex A,
which Notice of Grant is 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 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 IX of the Plan. The RSUs granted herein constitute an
Award within the meaning of the Plan.
2. Terms
of Restricted Stock Units . The grant of RSUs provided in
Section 1 hereof shall be subject to the following terms,
conditions and restrictions:
(a) No
Ownership
.
The Grantee shall not possess any incidents of ownership
(including, without limitation, dividend and voting rights) in
shares of 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)
Transfer of RSUs .
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 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
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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 or other entities
whose only partners or equity owners are such family members;
provided, however, that no consideration can be paid for the
transfer of the RSUs and the transferee of the RSUs must agree to
be subject to all conditions applicable to the RSUs (including all
of the terms and conditions of this Agreement) prior to
transfer.
(c)
Vesting and Conversion of RSUs . Subject to Sections
2(d) and 2(e), the RSUs shall vest daily in proportion to the
time elapsed between the Grant Date and the first anniversary of
the Grant Date, and shall be converted into an equivalent number of
shares of Common Stock that will be immediately distributed to the
Grantee on the first anniversary of the Grant Date; provided
that if the Grantee has delivered to the Corporation, on or prior
to the Required Date, an irrevocable written election to defer
conversion of the RSUs until such time as the Grantee separates
from service with the Corporation, then the RSUs will be converted
into an equivalent number of shares of Common Stock that will be
immediately distributed to the Grantee on the date on which the
Grantee separates from service with the Corporation. Upon
distribution of the shares of Common Stock in respect of the RSUs,
the Corporation shall issue to the Grantee or the Grantee’s
personal representative a stock certificate representing such
shares of Common Stock, free of any restrictions.
“Required Date” shall mean (i) if this grant of
RSUs is issued in connection with the Grantee’s initial
election to the Board of Directors, the Date of Grant; and
(ii) otherwise, December 31 of the calendar year prior to
the calendar year in which the grant occurs.
(d)
Separation from Service.
(i)
If the Grantee separates from
service with the Corporation for any reason other than death,
disability or Cause, then (A) all RSUs that have vested on or
prior to the date the Grantee separated from service with the
Corporation shall be converted into an equivalent number of shares
of Common Stock and immediately distributed to the Grantee, and
(B) the Grantee shall forfeit all RSUs which have not yet
become vested as of the date the Grantee separated from service
with the Corporation.
(ii)
In the event the Grantee dies or the
Grantee separates from service with the Corporation because of
disability, all RSUs shall vest, be converted into an equivalent
number of shares of Common Stock and be immediately distributed to
the Grantee.
(iii)
In the event the Grantee separates
from service with the Corporation for Cause, then the Grantee shall
forfeit all RSUs, whether or not vested.
(iv)
“Separation from
service” (and variations thereof) shall, for all purposes of
this Agreement, have the meaning given in
Section 1.409A-1(h) of the Treasury Regulations (or any
successor provision).
(e) Change of
Control. In the event of a Change in Control (as defined
below) or of the termination of this Agreement within twelve months
of a complete liquidation or dissolution of the Corporation that is
taxed under Section 331 of the Code, all RSUs shall vest, be
converted into shares of Common Stock and be immediately
distributed to the Grantee or (in the event of a
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complete liquidation or dissolution of the
Corporation) as soon as administratively practicable
thereafter.
(f) Specified
Employee . Notwithstanding anything in sections 2(c),
2(d) or 6(b) to the contrary, if after the Date of Grant
the Grantee subsequently becomes an employee of the Corporation and
is a “specified employee” within the meaning of
Section 409A(a)(2)(B)(i) of the Internal Revenue Code of
1986, as amended (the “Code”) as of the date of his or
her separation from service with the Corporation, then no RSUs
convertible on account of the Grantee’s separation from
service shall be converted into shares of Common Stock or
distributed to the Grantee, and no costs for which the Grantee may
be entitled to reimbursement under Section 6(b) shall be
reimbursed, until the earlier of (i) the date which is six
months after the date of the Grantee’s separation from
service and (ii) the date of the Grantee’s
death.
3.
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
Corporation, 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 Corporation.
4.
Taxes . The Grantee shall pay to the Corporation
promptly upon request any taxes the Corporation 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 VIII(f) of the Plan.
5.
No Right to Continued Service as Director . Nothing
contained herein shall be deemed to confer upon the Grantee any
right to continue to serve as a member of the Board.
6.
Miscellaneous
(a)
Governing
Law/Jurisdiction .
This Agreement shall be governed
