Exhibit 10.26
RESTRICTED STOCK UNIT
AGREEMENT
under the
Hexcel Corporation 2003
Incentive Stock Plan
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.
Pursuant to 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.
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.
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)
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 the Grant
Date.
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 death. If the
Grantee’s employment with the Company terminates due to the
Grantee’s Retirement (as defined in the last
Section hereof), all RSUs shall continue to vest (and be
converted into an equivalent number of shares of Common Stock that
will be distributed to the Grantee) in accordance with
Section 3 above. If the Grantee dies during the three year
period immediately following the Retirement of the Grantee, then
all RSUs shall immediately vest, be converted into
shares of Common Stock
and be distributed to the Grantee’s personal representative
within 30 days of the date of such death.
(c)
Subject to Section 4(d), if the Grantee’s employment
terminates for any reason other than death, Disability or
Retirement, the Grantee shall forfeit all RSUs.
(d)
Notwithstanding any other provision contained herein or in the
Plan, in the event of a Change in Control (as defined in the last
Section hereof) or of the termination of this Agreement within
twelve months of a complete liquidation or dissolution of the
Company that is taxed under Section 331 of the Code, 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 event or (in the event of a complete liquidation or
dissolution of the Company) as soon as administratively practicable
thereafter.
5.
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 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
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