8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported) May 1, 2007 (April 27, 2007)

Hexcel Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-8472	94-1109521
(State of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

Two Stamford Plaza

281 Tresser Boulevard

Stamford, Connecticut  06901-3238

(Address of Principal Executive Offices and Zip Code)

(203) 969-0666

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 — Corporate Governance and Management

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
  Compensatory Arrangements of Certain Officers.

As previously announced, On April 6, 2007, Mr. Stephen C. Forsyth resigned from the position of Executive Vice President and Chief Financial Officer, effective as of April 27, 2007.  On April 27, 2007, we entered into an agreement with Mr. Forsyth which provides that:

·Mr. Forsyth will have until December 31, 2007 to exercise any stock options that are vested on April 27, 2007, which represents an approximate five month extension beyond the standard ninety day post termination period of exercisability for vested options

·Mr. Forsyth will generally be prohibited from engaging in the solicitation for employment or hiring by his new employer of any officer or management level employee of Hexcel for two years

Item 9.01Financial Statements and Exhibits

(d)Exhibits

99.1         Letter agreement between Hexcel Corporation and Stephen C. Forsyth, dated April 27, 2007

2

Signature

Pursuant to the requirements of the Securi­ties Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its be­half by the undersigned hereunto duly authorized.

	HEXCEL CORPORATION
May 1, 2007	/s/ IRA J. KRAKOWER
	Ira J. Krakower
	Senior Vice President

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Exhibit Index

Exhibit No.	Description
99.1	Letter agreement between Hexcel Corporation and Stephen C. Forsyth, dated April 27, 2007

4

EX-99.1

Exhibit 99.1

Hexcel Corporation

281 Tresser Blvd

Stamford, CT 06901

April 27, 2007

Mr. Stephen C. Forsyth

321 Blackberry Drive

Stamford, CT  06903

Re:  Resignation from Hexcel Corporation (the “Company”)

Dear Stephen:

As we discussed, the Company is willing to extend the exercisability of your vested options in connection with your resignation if you agree, subject to certain exceptions, not to solicit our employees for a period of two years.

In particular, the Company agrees that all options to purchase Hexcel common stock granted to you under the Hexcel Corporation 2003 Incentive Stock Plan that are outstanding on April 27, 2007, to the extent such options are vested on such date, shall remain outstanding and exercisable until December 31, 2007.  These options are listed on Schedule A attached to this letter.

In return, you agree that prior to April 27, 2009 you will not, directly or indirectly, engage in soliciting for employment, or in hiring, by your new employer (including any subsidiary or successor entity), any officer, director or management level employee of the Company (including any subsidiary or successor entity), except that you shall not be precluded from engaging in soliciting or hiring any person who (i) initi­ates discussions with your new employer regarding such employment without any direct or indirect solicitation by you, (ii) has been terminated by the Company or any subsidiary prior to commencement of employment discussions with you or (iii) is identified as the result of a general solicitation or broad-based executive search not targeted to evade the provisions of this paragraph.

You further agree that in the event of any breach of this letter agreement by you before December 31, 2007, the Company will have the right to reduce the exercisability period of any unexercised options on Schedule A to the end of the third trading day after the Company notifies you in writing of such breach, even if the new expiration date is within the exercisability period that applied prior to the extension of the options granted pursuant to this letter.

If you agree with the foregoing, please sign this letter in the space provided below.

	Very truly yours,
	/s/ DAVID E. BERGES
	D.E. Berges
	Chairman, CEO
Accepted and Agreed:
/s/ STEPHEN C. FORSYTH
Stephen C. Forsyth

Schedule A

Grant Date	Price			Total Number of Outstanding Shares Underlying Option		Outstanding Shares Underlying Option that are Vested as of April 27, 2007
02/07/2006		$	22.00		22,261		7,421
01/06/2005		$	14.51		33,068		22,046
01/06/2004		$	7.38		58,404		58,404
01/06/2003		$	3.13		33,000		33,000
12/20/2000		$	11.00		50,000		50,000
12/20/2000		$	9.9375		38,400		38,400
12/02/1999		$	5.75		51,000		51,000
12/02/1999		$	5.75		35,000		35,000
02/03/1999		$	9.0625		4,159		4,159
10/30/1998		$	12.00		152,000		152,000
10/13/1998		$	8.75		29,400		29,400
01/02/1998		$	24.00		12,800		12,800