Exhibit 99.4
RESTRICTED STOCK UNIT AGREEMENT
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.
The Company maintains the Hexcel
Corporation 2003 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. The
shares underlying this RSU award are not from the Plan, but rather
are treasury shares or shares of authorized but unissued Common
Stock
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 IX of the Plan.
This RSU award shall be construed as though it were an award under
the Plan except insofar as the source of the shares shall be as
stated above.
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)
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)
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 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 musts 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)
Forfeiture of RSUs on Certain
Conditions .
(i)
Notwithstanding anything to the
contrary contained in this Agreement, should the Grantee while an
employee or after termination of employment fail to comply with the
“Protective Condition” (as defined in
Section 2(c)(ii)), then the RSUs, to the extent not already
converted into shares of Common Stock distributed to the Grantee,
shall immediately expire upon the Grantee’s failure to meet
such condition.
(ii)
“Protective Condition”
shall mean that the Grantee (A) complies with all terms and
provisions of any obligation of confidentiality to the Company
contained in a written agreement signed by the Grantee, 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 Grantee’s
termination of employment with the Company anywhere in the world
(except that the Grantee may be employed by a competitor of the
Company so long as the Grantee’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).
3.
Vesting and Conversion of
RSUs . Subject to
Section 4, 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
January 26, 2009.
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. Any change in employment that does not constitute
a “separation from service” within the meaning of
Section 1.409A-1(h) of the Treasury Regulations (or any
successor provision) shall not be considered a termination of
employment. Any change in employment that does constitute a
“separation from service” within the meaning of
Section 1.409A-1(h) of the Treasury Regulations (or any
successor provision) shall be considered a termination of
employment.
(b)
If the Grantee dies or terminates
employment due to Disability (as defined in the last
Section hereof), all RSUs shall immediately vest, be converted
into shares of Common Stock and be distributed to the Grantee
within 30 days of the date of such termination; provided, however,
that if the Grantee 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 such termination, all RSUs shall immediately vest but shall
not be converted into shares of Common Stock and distributed to the
Grantee until the earlier of (i) the date which is six months
after the date of the Grantee’s termination of employment and
(ii) the date of the Grantee’s
