EX-99.1 2 a05-22114_1ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

Hexcel Corporation

Director Compensation Program

(as of December 15, 2005)

 

Each member of the Board of Directors (the “Board”) of Hexcel Corporation (the “Company”) who is not an employee of the Company (each a “Non-employee Director”) shall receive compensation for such person’s services as a member of the Board as outlined in this Director Compensation Program.

 

Cash Compensation

 

Annual Retainer Fees

 

                  Annual retainer fee in the amount of $30,000

                  Additional annual retainer fee in the amount of $5,000 for the Chairman of each standing committee of the Board other than the Audit Committee

                  Additional annual retainer fee in the amount of $10,000 for the Chairman of the Audit Committee

 

Meeting Fees

 

                  Fee in the amount of $1,500 for attending any meeting of the Board in person

                  Fee in the amount of $750 for attending any meeting of the Board by telephone

                  Fee in the amount of $750 for attending any meeting of any committee of the Board, whether in person or by telephone

 

Equity Compensation

 

Upon (1) initial election to the Board and (2) upon re-election to the Board and effective as of the date of the Annual Meeting of Stockholders each year, each Non-employee Director shall be awarded a grant of Restricted Stock Units (RSUs) on the following basis:

 

                  The aggregate value of each grant shall be set at $50,000, but shall be reviewed and is subject to change by the Compensation Committee from time to time based on the advice of its independent compensation consultant and other factors it deems relevant.

                  Each RSU shall have a value equal to the closing price of a share of common stock on the date of grant.

                  The RSUs shall vest one-third on grant and one-third on each of the first and second anniversaries of the date of grant, and will convert into an equal number of shares of common stock on the second anniversary of the date of grant.

 



 

                  Each director will have the option to elect to defer conversion of the RSUs until such time as the director leaves the Board.  With respect to grants upon initial election to the Board, such election must be made prior to the date of grant.  With respect to grants upon re-election to the Board, such election must be made by December 31 of the year prior to the year in which the grant is awarded. This will defer conversion, but not vesting.

                  The RSUs will be issued under a Restricted Stock Unit Agreement in the form of Attachment 1.  The appropriate officers of the Company have the authority to make changes to the form of Restricted Stock Unit Agreement to preserve the tax deferred nature of any deferral election by a director in accordance with the requirements of the American Jobs Creation Act of 2004.