RESTRICTED STOCK UNIT AGREEMENT for Non-Employee Directors

Exhibit 10.4

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 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’s service with the Corporation terminates, 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 that Grantee’s service with the Corporation terminates. 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 this grant is issued.

(d)       Termination of Service as Director.

(i)                                      If the Grantee ceases to perform services for 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 ceased to perform services for 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 ceased to perform services for the Corporation.

(ii)                                   In the event the Grantee dies or the Grantee ceases to perform services for 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 ceases to perform services for the Corporation for Cause, then the Grantee shall forfeit all RSUs, whether or not vested.

(e)       Change of Control.   In the event of a Change in Control (as defined below), all RSUs shall vest, be converted into shares of Common Stock and be immediately distributed to the Grantee.

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

2

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 .&