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

February 27, 2009	(February 23, 2009)
Date of report	(Date of earliest event reported)

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):

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

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

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

o Pre-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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Mr. Doron D. Grosman; Retirement of Mr. William Hunt

On February 23, 2009, Mr. Doron D. Grosman was appointed to the position of President, effective immediately.  The previous President, Mr. William Hunt, will retire on April 1, 2009, and will stay on in an advisory role until that time.  On February 23, 2009, Hexcel issued a press release regarding the appointment of Mr. Grosman and the retirement of Mr. Hunt, which press release is filed as an exhibit to this Form 8-K.

Prior to joining Hexcel, Mr. Grosman was President of the Magazine Printing Solutions Division of Quebecor World from 2007 to 2008.  From 2002 to 2007, he was with the American Standard Companies, where he served as Chief Financial Officer of Trane Commercial Air Conditioning and led day to day operations worldwide, including distribution, services and manufacturing.  From 1991 to 2002, Mr. Grosman held a variety of management and executive positions with the General Electric Company, the last being Vice President and General Manager of GE Plastic’s petrochemicals business from 1998-2002.  Prior to joining GE, Mr. Grosman worked as a senior engagement manager for Bain & Company, a business and strategy consulting firm.

Compensation Arrangements with Mr. Grosman

In connection with his appointment to the position of President, we entered into an Executive Severance Agreement and a Supplemental Executive Retirement Agreement (SERP) with Mr. Grosman, and granted him non-qualified stock options, restricted stock units and a performance share award.  Each of these agreements is filed as an exhibit to this 8-K, and the descriptions below are qualified in their entirety by reference to the full agreements.

Severance Agreement with Mr. Grosman

The severance agreement provides for

·an initial base salary of $535,000

·an annual cash target bonus award of 75% of salary, although Mr. Grosman’s cash bonus award for 2009 will be paid as if Mr. Grosman was employed since January 1, 2009, rather than being pro-rated for less than a full year’s service

·sign-on equity awards valued at 200% of base salary, an annual equity award in 2010 valued at 150% of base salary, and an annual equity award in subsequent years valued within a range of 140% to 210% of base salary, as determined by the compensation committee; all equity awards will be valued and granted in such form as determined by the compensation committee for all executives

·Mr. Grosman to participate in all of our employee benefit plans and arrangements applicable to senior level executives, except that Mr. Grosman will not participate in our executive perquisites program

The severance agreement provides that we will make certain payments to Mr. Grosman upon termination of his employment under certain circumstances.  If we terminate Mr. Grosman for any

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reason other than for disability or cause, or if Mr. Grosman terminates his employment for good reason, then Mr. Grosman will receive

·an annual bonus prorated for the portion of the year he was employed

·a lump sum payment equal to the sum of his then current base salary and his average bonus over the prior three years, if termination is on or prior to February 23, 2012

·a lump sum payment equal to one and half times the sum of his then current base salary and his average bonus over the prior three years, if termination is after February 23, 2012

·participation for one year after termination in all medical, health, life insurance and other welfare plans and programs in which Mr. Grosman was participating on the date of termination

If we terminate Mr. Grosman for any reason other than for disability or cause, or if Mr. Grosman terminates his employment for good reason, in either case during a period which qualifies as a potential change in control period or within two years after a change in control, then Mr. Grosman will receive the same payments and benefits as described above except that

·the lump sum payment will be equal to three times the sum described above

·participation in medical, health, life insurance and other welfare plans and programs will be for three years instead of one

·Mr. Grosman will be entitled to receive a modified gross-up payment for any excise tax incurred under Section 280G of the Internal Revenue Code, but only if the total “parachute payments” exceed Mr. Grosman’s untaxed safe harbor amount by 10% or more.  We have agreed to reimburse Mr. Grosman for the excise tax as well as any income tax and excise tax payable by Mr. Grosman as a result of any reimbursements for the excise tax.

Upon Mr. Grosman’s death, if the amount received by his estate as payment under the insurance policy that we provide for Mr. Grosman is less than two times the sum of his then current base salary and his average bonus over the prior three years, then we will pay the difference to his estate.

The agreement also provides that, in consideration for the payments received, Mr. Grosman will not compete with us in any capacity for a period of one year following the termination of his employment.  If Mr. Grosman’s termination is in connection with a change in control, the period is extended to three years.  However, this restriction will not apply if Mr. Grosman’s duties and responsibilities with a company that competes with us do not relate to the business segment of that company that competes with us.  The agreement also subjects Mr. Grosman to customary terms regarding non-solicitation of customers and our ownership of, and the protection and confidentiality of, our trade secrets, proprietary information, and processes, technologies, designs and inventions.

The initial term of the severance agreement is three years.  The agreement is then automatically extended for additional one-year periods unless, prior to the date that is one year prior to the end of the then current period, we give Mr. Grosman notice that we are not extending the term of the agreement.

SERP Agreement with Mr. Grosman

The SERP provides a retirement benefit to Mr. Grosman intended to supplement his retirement income from our other retirement plans.  The material features of the SERP are as follows:

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·The monthly normal retirement benefit is equal to the product of Mr. Grosman’s final average pay, benefit percentage and vesting percentage, offset by any vested contributions made by us under our 401(k) plan.

·Final average pay equals Mr. Grosman’s average monthly compensation for the highest paid 36 months out of his final 60 months of employment, and includes salary and bonus, but not equity compensation. Bonus is deemed to be earned ratably over the period in which it was earned.

·The benefits percentage is 7/30 of 1% for each month of service, but shall not increase further once Mr. Grosman reaches age 65.

·The vesting percentage is 100% once Mr. Grosman has been employed by us for five years, and is zero prior to that time.

·Upon retirement after reaching age 65, Mr. Grosman will receive a lump sum that is actuarially equivalent to a lifetime payment stream of the monthly normal retirement benefit starting the month after employment terminates and ending on death, but is guaranteed to be at least 120 monthly payments

·If Mr. Grosman’s employment terminates prior to age 65 (early retirement), he will receive a lump sum that is actuarially equivalent to a lifetime payment stream of the monthly normal retirement benefit, reduced by 3% for each year by which the date of the first payment precedes age 65.  The assumed payment stream starts the month after his employment terminates (but no earlier than the month he reaches age 55), and ends on death, but is guaranteed to be at least 120 monthly payments.

·Should Mr. Grosman die before receiving any benefits under the SERP, Mr. Grosman’s designated beneficiary will receive a lump sum that is actuarially equivalent to the 50% survivor annuity the beneficiary would have received had Mr. Grosman retired immediately prior to his death and elected to receive his benefit in the form of a 50% joint and survivor annuity.  Mr. Grosman also may elect to have the lump sum survivor benefit calculated on the basis of a 75% or 100% survivor annuity, or for it to equal the full lump sum he would have received had he retired immediately prior to his death.  If Mr. Grosman elects any of these alternative forms of benefit, the additional actuarial cost (above the cost of providing the benefit based on a 50% survivor annuity) reduces the amount of Mr. Grosman’s retirement benefit (and hence the survivor’s benefit as well).

·Upon certain other types of termination, the amount of benefit is different:

·Upon termination for cause, no benefits are payable.

·Upon termination without cause or by Mr. Grosman for good reason, 12 months of service are added for purposes of computing the benefits percentage, and the vesting percentage is 100% regardless of how long Mr. Grosman has been employed by us.

·Upon termination without cause or by Mr. Grosman for good reason within two years after a change in control or during a period which qualifies as a potential change in control, 36 months of service are added for purposes of computing the benefits percentage, and the vesting percentage is 100% regardless of how long Mr. Grosman has been employed by us.

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·Upon termination due to disability, the lump sum is calculated without reduction if the assumed payment stream would start prior to age 65.

·Mr. Grosman may choose to receive an actuarially equivalent payment stream in lieu of a lump sum, in accordance with the requirements of Section 409A of the Internal Revenue Code.

Equity Awards granted to Mr. Grosman

On February 23, 2009, we granted Mr. Grosman a non-qualified option to purchase 152,857 shares of common stock, 42,937 restricted stock units (RSUs), and a performance share award (PSA) with a target amount of 42,937 shares.

The option has an exercise price of $6.23 per share, which was the closing price of our common stock on the grant date.  The option has a ten-year term, and vests as to one-third of the shares underlying the option on each of the first three anniversaries of January 26, 2009.  Similarly, one-third of the RSUs vest and convert into shares of our common stock, on a one-to-one basis, on each of the first three anniversaries of January 26, 2009.

The number of performance shares that Mr. Grosman will receive is dependent on Hexcel achieving performance measures during 2009-2011 and can range from zero, if below threshold performance, to 85,874 shares at maximum performance.  His target share award in each year is 14,312 shares.  Mr. Grosman will receive the greater of the aggregate of the awards earned in each of these years based on annual performance measures established by the compensation committee or the cumulative award based on achievement of a return on net capital employed performance measure (RONCE) for the entire three-year period.  However, if the aggregate award is greater than the award based on RONCE, and we fail to achieve the threshold performance for RONCE, then the aggregate award will be reduced by 25%.  The annual performance measures for 2009 are EBIT, net income and cash flow.

All awards will vest on a change in control, but only at the target share award level for the performance shares.  All awards are forfeited if Mr. Grosman is terminated for cause.  Generally, if his employment terminates for other reasons Mr. Grosman would retain only those options and restricted stock units that vested prior to termination.  The entire performance share award is forfeited if Mr. Grosman voluntarily terminates his employment prior to the end of the three-year RONCE period.  If Mr. Grosman’s employment terminates for reasons other than for cause and other than as a result of a voluntary termination, he will receive a prorated performance share award based on the portion of the performance period he was employed by us and our actual achievement of the applicable performance measures.

On February 23, 2009, Hexcel issued a press release regarding the equity awards granted to Mr. Grosman pursuant to the Corporate Governance Standards of NYSE Rule 303A.08.  This press release is filed as an exhibit to this Form 8-K.

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Agreements with Mr. Hunt

Effective as of February 23, 2009, we entered into a letter agreement with Mr. Hunt regarding his retirement and modifying the terms of a prior grant of RSUs to Mr. Hunt.  In particular, the agreement:

·Provides that Mr. Hunt’s date of retirement will be a date chosen by us, on which date Mr. Hunt’s employment will terminate

·Waives the requirement under Mr. Hunt’s service agreement that we give Mr. Hunt 12 months’ written notice prior to his retirement

·Provides that, if Mr. Hunt’s date of retirement is prior to April 1, 2009, he is still entitled to receive the salary and benefits to which he would have been entitled had his retirement date been April 1, 2009

·Modifies the terms of the grant of 25,000 RSUs on January 29, 2007.  These RSUs vest and convert into shares of common stock on April 1, 2009.  Prior to this modification, if Mr. Hunt’s employment terminated prior to April 1, 2009 for any reason other than death, disability or a change in control, Mr. Hunt would forfeit all the RSUs.  This provision has been amended such that, if we terminate Mr. Hunt’s employment prior to April 1, 2009 other than for cause, the RSUs will still vest and convert into shares of common stock on April 1, 2009.

As required by English law, we also entered into a Deed, as of February 23, 2009, with Mr. Hunt to amend his service agreement to reflect the changes described in the first three bullet points above.  The letter agreement and the Deed are each filed as an exhibit to this 8-K, and the descriptions above are qualified in their entirety by reference to the full letter agreement and Deed.

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Item 9.01Financial Statements and Exhibits

(d)Exhibits

99.1	Supplemental Executive Retirement Agreement dated February 23, 2009, between Doron D. Grosman and Hexcel Corporation.
99.2	Executive Severance Agreement between Hexcel Corporation and Doron D. Grosman, dated February 23, 2009.
99.3	Employee Option Agreement, dated as of February 23, 2009, by and between Doron D. Grosman and Hexcel Corporation.
99.4	Restricted Stock Unit Agreement, entered into as of February 23, 2009, by and between Hexcel Corporation and Doron D. Grosman.
99.5	Performance Based Award Agreement, entered into as of February 23, 2009, by and between Hexcel Corporation and Doron D. Grosman.
99.6	Letter agreement dated as of February 23, 2009, between William Hunt and Hexcel Composites Limited.
99.7	Deed dated February 23, 2009, between William Hunt and Hexcel Composites Limited.
99.8	Press Release issued February 23, 2009, regarding the appointment of Doron D. Grosman to the position of President
99.9	Press Release issued February 24, 2009, regarding the equity awards granted to Doron D. Grosman

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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
February 27, 2009
	/s/ Ira J. Krakower
	Ira J. Krakower
	Senior Vice President

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Exhibit Index

Exhibit No.	Description
99.1	Supplemental Executive Retirement Agreement dated February 23, 2009, between Doron D. Grosman and Hexcel Corporation.
99.2	Executive Severance Agreement between Hexcel Corporation and Doron D. Grosman, dated February 23, 2009.
99.3	Employee Option Agreement, dated as of February 23, 2009, by and between Doron D. Grosman and Hexcel Corporation.
99.4	Restricted Stock Unit Agreement, entered into as of February 23, 2009, by and between Hexcel Corporation and Doron D. Grosman.
99.5	Performance Based Award Agreement, entered into as of February 23, 2009, by and between Hexcel Corporation and Doron D. Grosman.
99.6	Letter agreement dated as of February 23, 2009, between William Hunt and Hexcel Composites Limited.
99.7	Deed dated February 23, 2009, between William Hunt and Hexcel Composites Limited.
99.8	Press Release issued February 23, 2009, regarding the appointment of Doron D. Grosman to the position of President
99.9	Press Release issued February 24, 2009, regarding the equity awards granted to Doron D. Grosman

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EX-99.1

Exhibit 99.1

SUPPLEMENTAL EXECUTIVE

RETIREMENT AGREEMENT

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT entered into on February 23, 2009, between Hexcel Corporation, a Delaware corporation (the “Company”), and Doron D. Grosman (the “Executive”).

WHEREAS, the Executive is beginning employment on the date hereof by the Company as President; and

WHEREAS, the Company is willing to provide the Executive with certain benefits in the event of the retirement from or termination of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the continued employment of the Executive by the Company and the benefits to be derived by the Executive hereunder, the parties mutually agree as follows:

ARTICLE I

DEFINITIONS

The following terms when used in this Agreement shall have the designated meaning, unless a different meaning is clearly required by the context.

1.1ACTUARIAL EQUIVALENCE. Determinations hereunder of actuarial value, actuarial equivalence or the like shall be made by the Company’s independent actuary using the most recent mortality table prescribed from time to time by the Secretary of the Treasury pursuant to Section 430(h)(3) of the Code and, for the purpose of determining any lump sum amount under this Agreement, or the amount of reduction to reflect the payment of a special benefit under Section 2.3, actuarial equivalence shall be determined using an interest rate equal to 120% of the immediate interest rate for the month in which benefits commence as published by the Pension Benefit Guaranty Corporation for purposes of paying lump sum benefits under plans with respect to which the PBGC acts as trustee.

1.2AFFILIATE. Any trade or business, whether or not incorporated, which at the time of reference (i) controls, is controlled by or is under common control with the Company within the meaning of section 414(b) or (c) of the Code, or (ii) is, together with the Company, a member of an affiliated service group within the meaning of section 414(m) of the Code.

1.3BOARD. The Board of Directors of the Company.

1.4CAUSE. Cause shall have the meaning set forth in the Severance Agreement.

1.5CHANGE IN CONTROL. Change in Control shall have the meaning set forth in the Severance Agreement.

1.6CODE. The Internal Revenue Code of 1986, as amended.

1.7COMPANY. Hexcel Corporation, a Delaware corporation, and its successors.

1.8CONTINUOUS SERVICE. The number of full and partial calendar months of the Executive’s period of continuous employment with the Company and its Affiliates. A transfer between employment with the Company and an Affiliate or between Affiliates shall not be deemed a termination of employment or otherwise interrupt the Executive’s Continuous Service. Leaves of absence of not more than one year and any period during which the Executive is entitled to receive disability benefits from the Company (including medical and short-term disability benefits preceding the commencement of long-term disability benefits under the Company’s long-term disability plan) shall be taken into account as Continuous Service; provided, however, that the Executive shall not accrue Continuous Service for any periods on or after the payment or commencement of payment of any benefits under this Agreement.

1.9DISABILITY. Disability shall have the meaning set forth in the Severance Agreement.

1.10GOOD REASON. Good Reason shall have the meaning set forth in the Severance Agreement.

1.11NORMAL RETIREMENT BENEFIT. The benefit defined in Section 2.2.1 hereof.

1.12NORMAL RETIREMENT DATE. The date on which the Executive attains age sixty-five (65).

1.13SEVERANCE AGREEMENT.  The Executive Severance Agreement between the Company and the Executive dated February 23, 2009.

1.14TERMINATION OF EMPLOYMENT. References hereunder to the

Executive’s termination of employment, the date the Executive’s employment terminates and the like, shall, except as specifically provided herein, refer to the Executive’s “separation from service” as defined in Section 1.409A-1(h) of the Treasury Regulations (or any successor provision).

ARTICLE II

RETIREMENT BENEFITS

2.1IN GENERAL. The amount of the Executive’s benefit shall be based on his Final Average Pay, Benefit Percentage and Vesting Percentage; the benefit otherwise payable under this Agreement’s basic benefit formula shall be reduced by the amount of the Executive’s Qualified Pension Benefits. The following definitions shall apply in making benefit calculations under this Agreement:

2.1.1FINAL AVERAGE PAY. The average monthly compensation of the Executive for the highest-paid 36 months (or the Executive’s entire period of employment with the Company and its Affiliates if such period is less than 36 months) of the Executive’s final 60 months of Continuous Service.  For this purpose (i) the Executive’s “compensation” shall mean his base salary (without regard to any salary

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deferral pursuant to sections 125 or 401(k) of the Code or any successor provision) and all amounts earned (whether paid or payable) under all management incentive or other bonus plans in which he participates and (ii) any incentive pay or other bonus shall be deemed to have been earned ratably over the period with respect to which it is earned.

2.1.2BENEFIT PERCENTAGE. With respect to each month of Continuous Service from the date of this Agreement through the date the Executive attains age 65, a benefit of one-twelfth of 2.8%.  The Benefit Percentage shall not increase further once the Executive attains age 65.

2.1.3VESTING PERCENTAGE. 100% if the Executive has completed at least 60 months of Continuous Service; otherwise 0%, except that the Executive shall receive the accrued unvested benefit to the employment termination date if termination was by the Company without Cause or by the Executive for Good Reason before reaching 60 months of Continuous Service.

2.1.4QUALIFIED PENSION BENEFITS.  The vested contributions made by the Company (for avoidance of doubt excluding any of the Executive’s pre-tax contributions that may be considered as paid by the Company for tax or other purposes) to the Hexcel Corporation 401(k) Plan or any successor plan thereto, whether as a periodic payment, as a lump sum, or otherwise.  The aggregate of the Executive’s Qualified Pension Benefits shall be expressed as a monthly amount in the form of an actuarially equivalent 50% joint and survivor annuity with 120 months of guaranteed payments starting at the date the Executive attains age 65; PROVIDED, HOWEVER, that notwithstanding anything in Section 1.1 to the contrary, for purposes of determining the amount of offset attributable to this Section 2.1.4, Company contributions shall be deemed to earn interest at an annual rate of 6%, compounded annually, from the date of such contribution until the date it is actually paid to or in respect of the Executive.

2.2PAYMENT OF BENEFITS. Benefits shall be paid as follows:

2.2.1NORMAL RETIREMENT. Subject to Section 2.2.7, and except as otherwise set forth in Section 2.2.2 or 2.2.3, if the Executive’s employment terminates on or after his Normal Retirement Date, the Company will promptly (in any event within 90 days following the Executive’s termination) pay the Executive a cash lump sum, the amount of which shall equal the actuarial present value of the “Normal Retirement Benefit.”  The Normal Retirement Benefit shall be a monthly benefit starting on the first of the month after the Executive’s employment terminates and ending with the payment for the month in which his death occurs or, if later, after the payment of 120 such payments, with any such payments made after the death of the Executive to be made (i) to the Executive’s designated beneficiary, if any or (ii) if there is no designated beneficiary or the designated beneficiary dies before a total of 120 payments have been made to the Executive and the designated beneficiary, to the Executive’s estate, and shall be an amount equal to (A) the product of his Final Average Pay, Benefit Percentage, and his Vesting Percentage, less (B) his Qualified Pension Benefits.

2.2.2TERMINATION FOLLOWING CHANGE IN CONTROL. Subject to Sections 2.2.8 and 2.2.9, upon (i) termination by the Executive of his employment for Good Reason within two years following a Change in Control, (ii) termination of the Executive’s employment by the Company other than for Cause within two years following a Change in Control or (iii) a termination of the Executive’s employment described in

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Section 4(f) of the Severance Agreement (whether by the Company or the Executive), the Company will pay the Executive, no later than the next business day following the date of such termination, by wire transfer to the Executive’s bank account, as designated by the Executive, a cash lump sum, the amount of which shall equal the actuarial present value of the “Change in Control Benefit.”  The Change in Control Benefit shall be a monthly benefit starting on the first of the month after his employment terminates and ending with the payment for the month in which his death occurs or, if later, after the payment of 120 such payments, with any such payments made after the death of the Executive to be made (i) to the Executive’s designated beneficiary, if any or (ii) if there is no designated beneficiary or the designated beneficiary dies before a total of 120 payments have been made to the Executive and the designated beneficiary, to the Executive’s estate, and shall be computed under Section 2.2.1 using a Vesting Percentage of 100% and Continuous Service equal to the Executive’s actual Continuous Service at the time his employment terminates plus 36 months, with such monthly benefit reduced by one quarter of one percent (1/4%) per payment for each full calendar month by which the first day of the month after his employment terminates precedes the Executive’s attainment of age 65.

2.2.3TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. Subject to Section 2.2.9, and except as otherwise provided in Section 2.2.2, upon termination of the Executive’s employment at any time by the Company other than for Cause or by the Executive for Good Reason, the Company will promptly (in any event within 90 days following the Executive’s termination) pay the Executive a cash lump sum, the amount of which shall equal the actuarial present value of the “Involuntary Termination Benefit.”  The Involuntary Termination Benefit shall be a monthly benefit starting on the first of the month after his employment terminates and ending with the payment for the month in which his death occurs or, if later, after the payment of 120 such payments, with any such payments made after the death of the Executive to be made (i) to the Executive’s designated beneficiary, if any or (ii) if there is no designated beneficiary or the designated beneficiary dies before a total of 120 payments have been made to the Executive and the designated beneficiary, to the Executive’s estate, and shall be computed under Section 2.2.1 using a Vesting Percent age of 100% and Continuous Service equal to the Executive’s actual Continuous Service at the time his employment terminates plus 12 months, with such monthly benefit reduced by one quarter of one percent (1/4%) per payment for each full calendar month by which the first day of the month after his employment terminates precedes the Executive’s attainment of age 65.

2.2.4TERMINATION FOR CAUSE. No benefits shall be payable hereunder with respect to the Executive if his employment is terminated by the Company for Cause.

2.2.5DISABILITY.  Subject to Section 2.2.9, if the Executive’s employment with the Company or any Affiliate terminates on account of Disability, the Company shall promptly (in any event within 90 days following the Executive’s termination) pay the Executive a cash lump sum, the amount of which shall equal the actuarial present value of the “Monthly Disability Benefit.”  The Monthly Disability Benefit shall be an amount (computed using a Vesting Percentage of 100%) equal to (i) the product of the Executive’s Final Average Pay and Benefit Percentage less (ii) his Qualified Pension Benefits, and shall be payable, without actuarial or other reduction to reflect commencement of payment before his Normal Retirement Date, beginning on the

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first date of the month next following the date of the Executive’s termination of employment, and ending with the payment for the month in which his death occurs or, if later, after the payment of 120 such payments, with any such payments made after the death of the Executive to be made (i) to the Executive’s designated beneficiary, if any or (ii) if there is no designated beneficiary or the designated beneficiary dies before a total of 120 payments have been made to the Executive and the designated beneficiary, to the Executive’s estate.

2.2.6OTHER TERMINATION. Subject to Section 2.2.9, and except as otherwise set forth in Sections 2.2.2, 2.2.3 or 2.2.5, if the Executive terminates his employment prior to the attainment of age 65, the Company will promptly (in any event within 90 days following the Executive’s termination) pay the Executive a cash lump sum, the amount of which shall equal the actuarial present value of the “Early Retirement Benefit.”  The Early Retirement Benefit shall be a monthly benefit starting on the first of the later of (i) the month after the Executive’s termination of employment and (ii) the month in which the Executive attains the age of 55, and ending with the payment for the month in which his death occurs or, if later, after the payment of 120 such payments, with any such payments made after the death of the Executive to be made (i) to the Executive’s designated beneficiary, if any or (ii) if there is no designated beneficiary or the designated beneficiary dies before a total of 120 payments have been made to the Executive and the designated beneficiary, to the Executive’s estate, and shall be calculated in accordance with Section 2.2.1 hereof, reduced by one quarter of one percent (1/4%) per payment for each full calendar month by which the benefit commencement date precedes the Executive’s attainment of age 65.

2.2.7ELECTION TO RECEIVE NORMAL RETIREMENT BENEFIT AS A MONTHLY BENEFIT.  The Executive may irrevocably elect, provided such election shall not take effect until twelve months after the date on which it is made, to receive his Normal Retirement Benefit in the form of a monthly benefit as described in Section 2.2.1, except that (i) the monthly benefit will start on the first of the month after the fifth anniversary of the date on which the Executive’s employment terminates, and (ii) the amount of the monthly benefit will be adjusted such that the benefit to be received by the Executive, after taking into account that the first payment will not take place until the fifth anniversary of the date on which the Executive’s employment terminates, is actuarially equivalent to the Normal Retirement Benefit; provided however that if the Executive makes such election on or prior to the first day in which he begins to accrue any benefits under this Agreement, the election shall take effect immediately and the above clauses (i) and (ii) shall not apply.

2.2.8ELECTION TO RECEIVE CERTAIN CHANGE IN CONTROL BENEFIT AS A MONTHLY BENEFIT.   The Executive may irrevocably elect, provided such election shall not take effect until twelve months after the date on which it is made, to receive a Change in Control Benefit payable pursuant to subsections (i) or (ii) of the first sentence of Section 2.2.2 above in the form of a monthly benefit as described therein, except that (i) the monthly benefit will start on the first of the month after the fifth anniversary of the date on which his employment terminates and (ii) the amount of the monthly benefit will be adjusted such that the benefit to be received by the Executive, after taking into account that the first payment will not take place until the fifth anniversary of the date on which the Executive’s employment terminates, is actuarially equivalent to the Change in Control Benefit; provided however that if the Executive makes such election on or prior to the first day in which he begins to accrue any benefits

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under this Agreement, the election shall take effect immediately and the above clauses (i) and (ii) shall not apply.

2.2.9ELECTION TO RECEIVE ANY OTHER BENEFIT AS A MONTHLY BENEFIT.  The Executive may irrevocably elect, provided such election shall not take effect until twelve months after the date on which it is made, to receive any other benefit payable under this Agreement (excluding a Normal Retirement Benefit payable pursuant to Section 2.2.1, a Change in Control Benefit payable pursuant to subsections (i) or (ii) of the first sentence of Section 2.2.2 and a Pre-Retirement Survivor Benefit payable pursuant to Section 3.2) in the form of a monthly benefit as described in Sections 2.2.3, 2.2.5, 2.2.6 or other section describing the benefit to which this election applies, except that (i) the monthly benefit will start on the first of the month after the fifth anniversary of the date on which his employment terminates and (ii) the amount of the monthly benefit will be adjusted such that the benefit to be received by the Executive, after taking into account that the first payment will not take place until the fifth anniversary of the date on which the Executive’s employment terminates, is actuarially equivalent to the Involuntary Termination Benefit, Monthly Disability Benefit, Early Retirement Benefit or other benefit to which this election applies; provided however that if the Executive makes such election on or prior to the first day in which he begins to accrue any benefits under this Agreement, the election shall take effect immediately and the above clauses (i) and (ii) shall not apply.

2.2.10SIX MONTH DELAY FOR SPECIFIED EMPLOYEES.  Notwithstanding anything in this Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code as of the date of his termination of employment, then any amount payable under this Agreement on account of his termination of employment that would otherwise have been paid to the Executive during the first six months following his termination of employment shall be paid instead to the Executive in a single lump sum on the earlier of (a) the date which is six months following his termination of employment and (b) the date of his death, and not before.

2.3SPECIAL BENEFIT. If it shall be determined by a final administrative decision of the Internal Revenue Service (which is not appealed by the Executive) or by a final decision of a court of competent jurisdiction (which is not appealed by the Executive) that the value of all or any part of any benefit contemplated by this Agreement is includable in the income of the Executive prior to the actual receipt of such benefit, the Company shall make a special payment to the Executive, in discharge of the actuarially equivalent value (based upon the actuarial factors in effect when benefits other than the benefit described in this Section 2.3 commence to be paid to the Executive hereunder) of any benefits otherwise due hereunder (and such other benefit shall be reduced to reflect the actuarial value of any such special payment made pursuant to this Section 2.3), in an amount equal to the Executive’s estimated federal, state and local income tax liabilities related to such inclusion and to the inclusion in income of such special payment. The Executive shall have no obligation to appeal any determination made by the Internal Revenue Service or the decision of any such court.

2.4NO DUPLICATION. Except as provided in Section 2.3 hereof, in no event shall benefits become payable to the Executive under more than one Section of this Article II.

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ARTICLE III

SURVIVOR BENEFITS

3.1ALTERNATE FORMS OF ANNUITY. Notwithstanding any provision hereof to the contrary, if the Executive has elected to receive his benefit in the form of a ten-year certain life annuity as provided in Article II, he may elect with respect to such form of annuity, at any time prior to commencement of such annuity (and may revoke or modify any such election and/or make a new election, in each case at any time and from time to time prior to commencement of such annuity), to receive instead any other form of life annuity (as defined in Section 1.409A-2(b)(2)(A) of the Treasury Regulations), including without limitation a 50%, 75% or 100% joint and survivor annuity, provided that such annuity is actuarially equivalent to the ten-year certain life annuity the Executive would otherwise have received and commences on the same date the ten-year certain life annuity would otherwise have commenced.

3.2PRE-RETIREMENT SURVIVOR BENEFIT.

(a)General.  In the event the Executive dies before distribution of his benefits under Article II has started, the Company shall pay a cash lump sum to the Executive’s designated beneficiary, equal to the actuarial present value of the “Pre-Retirement Survivor Benefit.”  The Pre-Retirement Survivor Benefit shall be a monthly benefit, starting on the first of the month immediately following the month in which the Executive dies, and ending with the payment for the month in which the death of such designated beneficiary occurs, and shall be an amount equal to 50% of the monthly benefit the Executive would have received under Article II hereof had he terminated employment on the day immediately preceding his death and commenced receiving benefits on the date on which the Pre-Retirement Survivor Benefit commences, in the form of an actuarially equivalent 50% joint and survivor annuity, with his designated beneficiary as the survivor annuitant.  Such cash lump sum payment shall be made as soon as administratively practicable (but in any event no later than 90 days) after the date of the Executive’s death.

(b)Election As To Applicable Percentage.  For purposes of calculating the Executive’s benefit under Section 3.2(a), in lieu of 50%, the Executive may elect for the amount of the Pre-Retirement Survivor Benefit to equal 75% or 100% of the monthly benefit the Executive would have received under Article II (after reduction, as provided in subsection (e) below, for the cumulative additional actuarial cost, if any, associated with such election) had he terminated employment on the day immediately preceding his death and commenced receiving benefits on the date on which the Pre-Retirement Survivor Benefit commences, in the form of an actuarially equivalent 75% or 100% joint and survivor annuity, with his designated beneficiary as the survivor annuitant.  The Executive’s election pursuant to this Section 3.2(b) as to the applicable percentage amount of the Pre-Retirement Survivor Benefit (including any change thereto or revocation thereof) shall be made on or prior to the first day in which he begins to accrue any benefits under this Agreement or otherwise shall not take effect until twelve months after the date on which it is made.

(c)Election as to Form.  In lieu of a lump sum, the Executive may elect for his designated beneficiary to receive the benefit described in Section 3.2(a) in the form of the Pre-Retirement Survivor Benefit.  The amount of such benefit shall equal the amount elected by the Executive pursuant to Section 3.2(b) if applicable.  The

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Executive’s election pursuant to this Section 3.2(c) to receive the monthly form of benefit (including any change thereto or revocation thereof) shall either be made on or prior to the first day in which he begins to accrue any benefits under this Agreement or otherwise shall not take effect until twelve months after the date on which it is made.

(d)Election to Receive Alternative Benefit.  In lieu of the benefit described in Section 3.2(a), the Executive may elect, in the event the Executive dies before distribution of his benefits under Article II has started, for the Company to pay a cash lump sum to the Executive’s designated beneficiary, equal to the lump sum the Executive would have received under the applicable section of Article II (after reduction, as provided in subsection (e) below, for the cumulative additional actuarial cost, if any, associated with such election) had he terminated employment on the day immediately preceding his death.  Such payment shall be made as soon as administratively practicable (but in any event no later than 90 days) after the date of the Executive’s death.  The Executive’s election pursuant to this Section 3.2(d) to receive the alternative lump-sum benefit (including any change thereto or revocation thereof) shall be made on or prior to the first day in which he begins to accrue any benefits under this Agreement or otherwise shall not take effect until twelve months after the date on which it is made.

(e)Reduction for Additional Actuarial Cost.  The benefit payable to the Executive under Article II hereof shall be reduced to reflect the cumulative additional actuarial cost, if any, associated with the Executive’s elections pursuant to Section 3.2(b) or 3.2(d) above.  The amount of such reduction for each period described below shall equal the excess of (i) the actuarial cost of providing the benefit described in Section 3.2(a) (after taking into account the Executive’s election pursuant to Section 3.2(b)) or Section 3.2(d) (as the case may be), over (ii) the actuarial cost of providing the benefit described in Section 3.2(a) (without regard to the Executive’s election pursuant to Section 3.2(b), if any).  For purposes of making this calculation, the actuarial cost of each benefit shall be determined on an annual basis, initially on or about the first of the month following the month in which the election pursuant to Section 3.2(b) or 3.2(d) is made, and recalculated on or about January 1 of each year thereafter while the election remains in effect, using an interest rate equal to 120% of the immediate interest rate for the immediately preceding December as published by the PBGC for purposes of paying lump sum benefits under plans with respect to which the PBGC acts as trustee and the mortality table specified in Section 1.1.  The additional actuarial cost shall be accrued against the benefit payable to the Executive under Article II on a monthly basis.  For purposes of all actuarial calculations under this Section 3.2, if a beneficiary is not a natural person living at the time of the Executive’s death, the beneficiary shall be assumed to be exactly fifteen (15) years younger than the Executive.

(f)Beneficiary Matters.  For purposes of Article III, if the Executive dies without designating a beneficiary, the Executive’s beneficiary shall be deemed to be the Executive’s estate.  If the beneficiary of the Executive is not a natural person living at the time of the Executive’s death, the beneficiary shall be paid only in the form of a cash lump sum, equal to the amount payable under Section 3.2(a) or, if applicable, Section 3.2(b) or (d) based on an election made by the Executive.

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ARTICLE IV

MISCELLANEOUS

4.1BINDING AGREEMENT. This Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s person or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

4.2NOTICE. Notices, elections, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand (or received by telecopy, telex or similar device) or mailed by United States certified or registered mail, return receipt re quested, postage prepaid, addressed as follows:

If to the Executive:

Mr. Doron D. Grosman

[Address]

[Address]

If to the Company:

Hexcel Corporation

Two Stamford Plaza

281 Tresser Boulevard

Stamford, Connecticut  06901-3238

Attn:  General Counsel

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

4.3GENERAL PROVISIONS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such officer of the Company as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State Connecticut without regard to its conflicts of law principles.

4.4VALIDITY. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

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4.5COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

4.6ARBITRATION. Except as set forth in Section 4.9, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in Connecticut constituting an Employment Dispute Tribunal in accordance with the rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

4.7ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled and of no further force or effect.

4.8NO RIGHT OF OFFSET. The amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits (except as otherwise set forth in this Agreement), by offset against any amount owed or claimed to be owed by the Executive to the Company, or otherwise.

4.9PROTECTIVE PROVISIONS. The Executive and the Company shall cooperate with each other by furnishing any and all information and computations reasonably requested by the other in order to determine the amounts payable hereunder or to facilitate the payment of benefits hereunder. If upon written request of the Company, the Executive shall, within ninety days thereof (180 days if the Executive is Disabled), if such information is reasonably available to the Executive, fail to comply with such a request for information, the Company may terminate any benefits otherwise payable under this Agreement.

4.10ASSIGNMENT. This Agreement shall inure to the benefit of and be binding upon the Company and its successors. It shall not be assignable by the Company except in connection with the sale or other disposition of all or substantially all of the assets or business of the Company, whether by merger, consolidation or otherwise. The voluntary or involuntary assignment, encumbrance or alienation of any benefit hereunder or any interest therein, whether or not payable to the Executive, is not permitted and will not be recognized. Any such purported assignment, encumbrance or alienation, by operation of law or otherwise, shall be void. Subject to the provisions of applicable law, no payment of any benefit shall, prior to actual receipt thereof by the Executive or his designated beneficiary, be subject to garnishment, attachment, execution, levy or other legal process for debts or for alimony or support of any spouse, former spouse or other relative.

4.11CODE SECTION 409A.  The terms of this Agreement are intended to comply with applicable provisions of Sections 409A(a)(2) through (4) of the Code, and shall be interpreted to the extent context reasonably permits in accordance with this intent.  The parties agree to modify this Agreement or the timing (but not the amount) of

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any payment to the extent necessary to comply with Section 409A of the Code and avoid application of any taxes, penalties, or interest thereunder.  However, in the event that any amounts payable under this Agreement are subject to any taxes, penalties or interest under Section 409A, the Employee shall be solely liable for the payment of any such taxes, penalties or interest.

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Supplemental Executive Retirement Agreement as of the date and year first above written.

	HEXCEL CORPORATION
	By:	/s/ Ira J. Krakower
	Name: Ira J. Krakower
	Title: Senior Vice President
/s/ Doron D. Grosman
Doron D. Grosman

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EX-99.2

Exhibit 99.2

EXECUTIVE SEVERANCE AGREEMENT

This EXECUTIVE SEVERANCE AGREEMENT between HEXCEL CORPORATION, a Delaware corporation with offices at Stamford, Connecticut (the “Company”), and Doron D. Grosman (the “Executive”), is dated February 23, 2009.

WHEREAS, the Company is engaged in the business of developing, manufacturing and marketing carbon fibers, fabrics, high-performance composite materials and parts therefrom for the commercial aerospace, space and defense, recreation and industrial markets throughout the world, and hereafter may engage in other areas of business (collectively,  the “Business”);

WHEREAS, the Executive, as a result of training, expertise and personal application over the years, has acquired and will continue to acquire considerable and unique expertise and knowledge which are of substantial value to the Company in the conduct, management and operation of the  Business;

WHEREAS, the Company is willing to provide the Executive with certain benefits in the event of the termination of the Executive’s employment with the Company, including in the event of a Change in Control (as hereinafter defined); and

WHEREAS, the Executive, in consideration of receiving such benefits from the Company, is willing to afford certain protection to the Company in regard to the confidentiality of its information, ownership of inventions and competitive activities.

NOW, THEREFORE, in consideration of the mutual covenants of the Executive and the Company and of the Executive’s continued employment with the Company, the parties agree as follows:

1.Position and Duties; Compensation.

(a)The Executive shall serve as President of the Company and shall have such duties, responsibilities and authority consistent with such position as may, from time to time, be assigned to the Executive by the Chief Executive Officer. The Executive shall devote substantially all his working time and effort to the business and affairs of the Company, and shall sit on boards or like bodies of other entities only with the consent of the Company’s board.

(b)The Executive’s base salary is $535,000 annually, payable in accordance with the Company’s normal payroll cycle, and will be reviewed annually by the board for possible increase.

(c)The Executive’s annual cash bonus target award for 2009 is 75% of base salary under the Company’s Management Incentive Compensation Plan (“MICP”), and thereafter the target award will be determined by the Company’s compensation committee. The Executive will participate in the 2009

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MICP as it applies to the other executives, but any award otherwise payable to the Executive in 2009 will not be prorated for less than a full year’s service by Executive.

(d)The Executive’s annual equity target award in 2010 will be 150% of base salary in value, and thereafter the target award will be determined by the Company’s compensation committee within a range of 140% to 210% of base salary. These and future equity awards will be valued and made in such forms as determined by the compensation committee for all executives.  For example, in 2009 equity awards to senior executives were delivered in a combination of grants of restricted stock units (“RSUs),” nonqualified stock options (“NQOs”), and performance stock awards (“PSAs”).

(e)Simultaneous with the execution of this Agreement, the Executive has been granted one-time sign-on awards of RSUs, NQOs and PSAs valued at 200% of base salary ($1,070, 000) using the same methodology as employed by the Company in valuing awards for other senior executives on January 26, 2009 but at the closing price of a share of Company Common Stock on February 23, 2009. These awards shall be governed by their terms and not by this Agreement, except as provided in Section 9(c) hereof.

(f)The Executive shall be entitled to participate in all employee benefit plans and arrangements of the Company applicable to, and on a basis no less favorable than, senior level executives for medical, dental, vision, hospitalization, life insurance, short-term disability, long-term disability, accidental death and dismemberment protection and travel accident insurance plans, other than annual perquisites.

(g)The Executive shall be entitled to four weeks of paid vacation in each calendar year in accordance with the Company’s vacation policy.

(h)The Executive is expected to relocate his family primary residence to the Stamford CT area by December 31, 2011. In so doing, the Company will offer Executive relocation benefits that it makes available for transferring employees. Prior to relocation, the Company will reimburse the Executive for lodging and meals in Stamford when business needs require that he remain in Stamford.

2.Place of Performance.  In connection with the Executive’s employment by the Company, the Executive shall be based at the principal executive offices of the Company in Stamford, Connecticut, except for required travel on the Company’s business.

3.Termination.  The Executive’s employment hereunder may be terminated under the following circumstances:

(a)Death. The Executive’s employment hereunder shall automatically terminate upon his death.

(b)Disability. The Company may terminate the Executive’s employment hereunder due to the Executive’s inability, due to physical or mental

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incapacity, to substantially perform his full time duties and responsibilities for a period of ninety out of any consecutive one-hundred eighty days (as determined by a medical doctor selected by Company and Executive) (“Disability”).  If the parties cannot agree on a medical doctor for purposes of such determination of Disability, each party shall select a medical doctor and the two doctors shall select a third who shall be the approved medical doctor for this purpose.

(c)Cause. The Company may terminate the Executive’s employment hereunder for Cause.  The following shall constitute Cause:

(i)the willful and continued failure by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive’s incapability due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by the Executive for Good Reason) after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties; or

(ii)the willful engaging by the Executive in misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise including, but not limited to, conduct that violates the covenants set forth in Sections 6, 7 and 8 hereof.  No act, or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.  Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without (A) reasonable notice from the Board to the Executive setting forth the reasons for the Company’s intention to terminate for Cause, (B) delivery to the Executive of a resolution duly adopted by the affirmative vote of two-thirds or more of the Board then in office (excluding the Executive if he is then a member of the Board) at a meeting of the Board called and held for such purpose, finding that in the good faith opinion of the Board, the Executive was guilty of the conduct herein set forth and specifying the particulars thereof in detail, (C) an opportunity for the Executive, together with his counsel, to be heard before the Board, and (iv) delivery to the Executive of a Notice of Termination from the Board specifying the particulars thereof in detail; or

(iii)a material breach of the terms of the Executive’s employment which the Executive has not cured within 20 days after receipt of notice from the Company that specifically identifies the manner in which the Company believes the Executive has caused such breach.

(d)Good Reason. The Executive may terminate his employment hereunder for Good Reason. For purposes of this Agreement, “Good Reason” shall mean termination by the Executive of his employment after the initial occurrence of any of the following events without his consent, unless such occurrence has not resulted in a material negative change (within the meaning of Section 1.409A-1(n)(2)(i) of the Treasury Regulations or any successor provision) to the Executive in his service relationship with the Company:

(i)A material diminution in the Executive’s position, duties, responsibilities or authority (except during periods when the Executive is

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unable to perform all or substantially all of his duties or responsibilities on account of illness (either physical or mental) or other incapacity);

(ii)A material reduction in the Executive’s annual rate of base salary as in effect on the date hereof or as the same may be increased from time to time;

(iii)Failure by the Company to continue in effect any compensation plan in which the Executive participates which is material to the Executive’s total compensation, unless an equitable arrangement (embodied in an ongoing substitute plan) has been made with respect to such plan, or failure by the Company to continue the Executive’s participation therein (or in such substitute plan) on a basis not materially less favorable to the Executive;

(iv)Failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s retirement, pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating (except for across-the-board changes similarly affecting all senior executives of  the Company and all senior executives of any Person in control of the Company), or failure by the Company to continue to provide the Executive with the number of paid vacation days per year equal to the greater of (i) 20 and (ii) the number to which the Executive is entitled in accordance with the Company’s vacation policy;

(v)Failure by the Company to provide facilities or services which are reasonably necessary for the performance of the Executive’s duties or responsibilities or the exercise of his authority;

(vi)Failure of any successor (whether direct or indirect, by purchase of stock or assets, merger, consolidation or otherwise) to the Company to assume the Company’s obligations hereunder or failure by the Company to remain liable to the Executive hereunder after such assumption;

(vii)Any  termination by the Company of the Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the requirements  of a Notice of Termination contained in this Agreement;

(viii)The relocation of the Executive’s principal place of employment to a location more than fifty (50) miles from the Executive’s principal place of employment as at the date hereof;

(ix)Failure to pay the Executive any portion of current or deferred compensation within seven (7) days of the date such compensation is due;

(x)Failure to elect or reelect Executive to the position of President or removal from such positions; or

(xi)A change in reporting such that the Executive no longer reports to the Chief Executive Officer or the board of directors.

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The Executive’s continued employment shall not constitute consent to, or waiver of rights with respect to, any circumstance constituting Good Reason; provided, however, that the Executive shall be deemed to have waived his rights regarding  circumstances constituting Good Reason if he shall not have provided the Company a Notice of Termination within ninety (90) days following his knowledge of the occurrence of circumstances constituting Good Reason; and provided further, that the Executive shall have no rights with respect to any circumstances constituting Good Reason upon the Company’s remedy of such circumstances within 30 days after its receipt of such notice from the Executive or if the circumstances are based on Cause. Notwithstanding the foregoing, there shall be no termination for Good Reason unless the Executive gives Notice of Termination within two years after the initial occurrence of the circumstances giving rise to Good Reason.

(e)Other Than Death, Disability, Cause or Good Reason. (i) The Company may terminate the Executive’s employment, other than as provided in Sections (3)(a), (b) or (c) hereof, upon written notice to the Executive and (ii) the Executive may terminate his employment with the Company, other than as provided in Section 3(d) hereof,  upon written notice to the Company.

(f)Notice of Termination; Date of Termination.  Any termin-ation of the Executive’s employment by the Company or by the Executive (other than a termination pursuant to Section 3(a) hereof) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 11.  For purposes of this Agreement,

(i)  “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and

(ii)“Date of Termination” shall mean (A) if the Executive’s employment is terminated pursuant to Section 3(a), the date of his death, (B) if the Executive’s employment is terminated pursuant to Section 3(b), thirty days after Notice of Termination is given (provided that the Executive shall not have returned substantially to full-time performance of the Executive’s duties during such thirty day period), (C) if the Executive’s employment is terminated pursuant to Sections 3(c), (d) or (e), the date specified in the Notice of Termination (provided that such date shall not be more than thirty days from the date Notice of Termination is given and, in the case of a termination for Cause, shall not be less than fifteen days from the date Notice of Termination is given), or (D) if the Executive terminates his employment and fails to provide written notice to the Company of such termination, the date of such termination; provided, however, that if the date of the Executive’s “separation from service” (as that term is defined in Section 1.409A-1(h) of the Treasury Regulations or any successor provision) is different than the date as determined in accordance with (A) through (D) above, as applicable, the date of the Executive’s “separation from service” shall be the “Date of Termination” for all purposes under this Agreement.

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4.Compensation Upon Death, Disability or Termination.

(a)If the Executive’s employment with the Company is terminated for any reason, in addition to the amounts and benefits provided pursuant to the remainder of this Section 4, the Company shall pay or provide to the Executive (i) any expense reimbursements owed to the Executive by the Company and (iii) all benefits that are due to the Executive under the terms of the Company’s broad-based benefit plans, programs and arrangements in accordance with the terms of such plans, programs and arrangements.

(b)If the Executive’s employment is terminated by his death, the Company shall pay the Executive’s legal representative (i) at the time such payments are due, the Executive’s full base salary through the Date of Termination at the rate in effect at the Date of Termination; (ii) a bonus for the year in which such termination of employment occurs equal to the Executive’s bonus as determined under the Company’s MICP, or any successor, alternate or supplemental plan (the “Bonus Plan”) for such year multiplied by a fraction, the numerator of which is the number of days during such year that the Executive was employed by the Company and the denominator of which is 365 (the “Pro-Rata Bonus”), at the time bonuses are customarily paid to senior level executives; and (iii) within ten days following the date of the Executive’s death, a lump sum payment in an amount by which (A) the total amount received by the beneficiary or estate of the Executive as payment under the basic insurance provided by and at the expense of the Company on the Executive’s life is less than (B) twice the sum of (I) the Executive’s annual base salary in effect as of the Date of Termination and (II) the Executive’s Average Annual Bonus (the term “Average Annual Bonus” shall mean the average of the last three annual bonus amounts awarded to the Executive under the Bonus Plan or, if the Executive has not participated in the Bonus Plan for three completed annual award periods, the average of the annual bonus amounts awarded, provided that any award made in respect of an annual award period in which the Executive did not participate for the full period shall be annualized for purposes of computing the Average Bonus Amount by multiplying such award by a fraction, of which the numerator is 365 and the denominator is the number of days during which the Executive participated in such annual award period).

(c)If the Executive’s employment with the Company is terminated by reason of the Executive’s Disability, then (i) the Executive shall receive disability benefits in accordance with the terms of the long-term disability program then in effect for senior executives of the Company, (ii) the Company shall pay to the Executive his Base Salary through the end of the month immediately preceding the month in which such disability benefits commence, and (iii) the Company shall pay the Pro-Rata Bonus to the Executive at the time bonuses are customarily paid to senior level executives.

(d)If the Executive’s employment is terminated by the Company for Cause or by the Executive for other than Good Reason, the Company shall at the time such payments are due pay the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given.

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(e)If (1) the Company shall terminate the Executive’s employment other than for Disability and other than for Cause or (2) the Executive shall terminate his employment for Good Reason, then

(i)the Company shall pay the Executive on the Date of Termination, by wire transfer to the bank account designated by the Executive, the Executive’s full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given (disregarding any reduction in salary rate which would constitute a Good Reason);

(ii)notwithstanding any provision of the Bonus Plan to the contrary, the Company shall pay to the Executive the Pro-Rata Bonus at the time bonuses are customarily paid to senior level executives;

(iii)in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive on the Date of Termination, by wire transfer to the bank account designated by the Executive, a cash lump sum equal to the product of (A) the sum of (1) the Executive’s annual base salary in effect at the time the Notice of Termination is given (disregarding any reduction in salary rate which would constitute a Good Reason) and (2) the Executive’s Average Annual Bonus, and (B) (x) if the termination occurs within two years after the occurrence of a Change in Control,  the number three or (y) if the termination is not governed by the preceding clause (x), the number one if termination occurs on or before the third anniversary of the Effective Date, or the number one and one-half if termination occurs after the third anniversary of the Effective Date;

(iv)the Company shall continue the participation of the Executive for a period of one year (except, if the Executive terminates his employment or the Company terminates the Executive’s employment, in either case within two years after the occurrence of a Change in Control, such period shall be three years), in all medical, dental, hospitalization, life insurance and other welfare and perquisite plans and programs, in each case in which the Executive participated immediately prior to the Date of Termination, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs.  In the event that the Executive’s participation in any such plan or program is barred, the Company shall by other means provide the Executive with benefits equivalent to those which the Executive would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred.  Notwithstanding anything in this Section 4(e)(iv) to the contrary, if and to the extent that any benefits or payments receivable by the Executive under any such plan or program (or in lieu of participation in any such plan or program in which participation is barred) would not be excludible from the Executive’s gross income, and if such non-excludible amounts (other than non-excludible benefits or payments receivable by the Executive under the Company’s medical or health plan during the period of time during which the Executive would be entitled to COBRA continuation coverage under the Company’s medical or health plan if the Executive elected such coverage and paid the applicable premiums (hereinafter “Exempt Medical Benefits”)), in the aggregate, could exceed the applicable dollar limit under Section 402(g)(1)(B) of the Internal Revenue Code of 1986, as amended (the

7

“Code”), for the year in which the Executive’s Date of Termination occurs, and if any such amounts are not otherwise exempt from Section 409A of the Code, then:

(A)if the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code as of his Date of Termination, then any such non-excludible amounts (other than Exempt Medical Benefits) that would otherwise have been paid or provided to the Executive during the first six months following his Date of Termination shall be paid or provided instead to the Executive in a lump sum on the earlier of (x) the date which is six months following his Date of Termination and (y) the date of the Executive’s death, and not before; and

(B)the amount of such benefits or payments (other than Exempt Medical Benefits) receivable by the Executive under any such plan or program in one taxable year shall not affect the amount of benefits or payments Executive may be eligible to receive in any other taxable year, the right to such benefits or payments under any such plan or program shall not be subject to liquidation or exchange for any other benefit, and the reimbursement under any such plan or program of an expense incurred by the Executive shall be made on or before the last day of the Executive’s taxable year following the year in which the expense was incurred.  The Executive shall be responsible for submitting claims for reimbursement in a timely manner to enable payment within the timeframe provided herein.

(f)If the Company shall terminate the Executive’s employment other than for Cause, or the Executive shall terminate his employment for Good Reason, in either case during the period of a Potential Change in Control or at the request of a person who, directly or indirectly, takes any action designed to cause a Change in Control, then the Company shall make payments and provide benefits to the Executive under this Agreement as though a Change in Control had occurred immediately prior to such termination.  A “Potential Change in Control” shall exist during the period commencing at the time the Company enters into any agreement or arrangement which, if consummated, would result in a Change in Control and ending at the time such agreement or arrangement either (i) results in a Change in Control or (ii) terminates, expires or otherwise becomes of no further force or effect.

(g)For purposes of this Agreement, a “Change in Control” shall mean the first to occur of the following events:

(1)any person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as modified and used in Sections 13(d) and 14(d) of the Exchange Act) (a “Person”) is or becomes the Beneficial Owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of more than 50% of either (A) the combined fair market value of the then outstanding stock of the Company (the “Total Fair Market Value”) or (B) the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company (the “Total Voting Power”); excluding, however, the following: (I) any acquisition by the Company or any of its affiliates, (II) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its affiliates, (III) any Person who becomes such a Beneficial Owner in connection with a transaction

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described in the exclusion within paragraph (4) below and (IV) any acquisition of additional stock or securities by a Person who owns more than 50% of the Total Fair Market Value or Total Voting Power of the Company immediately prior to such acquisition; or

(2)any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company that, together with any securities acquired directly or indirectly by such Person within the immediately preceding twelve-consecutive month period, represent 40% or more of the Total Voting Power of the Company; excluding, however, any acquisition described in subclauses (I) through (IV) of subsection (1) above; or

(3)a change in the composition of the Board such that the individuals who, as of the original effective date of this Agreement, constitute the Board (such individuals shall be hereinafter referred to as the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this definition, that any individual who becomes a director subsequent to such effective date, whose election, or nomination for election by the Company’s stockholders, was made or approved by a vote of at least a majority of the Incumbent Directors (or directors whose election or nomination for election was previously so approved) shall be considered an Incumbent Director; but, provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person or legal entity other than the Board shall not be considered an Incumbent Director; provided finally, however, that, as of any time, any member of the Board who has been a director for at least twelve consecutive months immediately prior to such time shall be considered an Incumbent Director for purposes of this definition, other than for the purpose of the first proviso of this definition; or

(4)there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company or a sale or other disposition of all or substantially all of the assets of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction (A) pursuant to which all or substantially all of the individuals and entities who are the Beneficial Owners, respectively, of the outstanding Common Stock of the Company and Total Voting Power immediately prior to such Corporate Transaction will Beneficially Own, directly or indirectly, more than 50%, respectively, of the outstanding common stock and the combined voting power of the  then outstanding securities entitled to vote generally in the election of directors of the company resulting from such Corporate Transaction (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Corporate Transaction of the Outstanding Common Stock and Total Voting Power, as the case may be, and (B) immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the company resulting from such Corporate Transaction (including, without limitation, a company

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which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries);

provided, however, that notwithstanding anything to the contrary in subsections (1) through (4) above, an event which does not constitute a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, each as defined in Section 1.409A-3(i)(5) of the Treasury Regulations (or any successor provision), shall not be considered a Change in Control for purposes of this Agreement.

(h)Excise Tax.

(1)Modified Gross-Up.  It shall be determined whether this Section 4(h)(1) applies prior to any determination pursuant to Section 4(h)(2) hereof.  This Section 4(h)(1) shall apply if “Total Payments” (as defined in Section 4(h)(1)(i)) are equal to or exceed one-hundred-and-ten percent (110%) of the “Safe Harbor Amount”.  The “Safe Harbor Amount” is the amount to which the Total Payments would hypothetically have to be reduced so that no portion of the Total Payments would be subject to the Excise Tax (as defined in Section 4(h)(1)(i)).

(i) If any of the payments or benefits received or to be received by the Executive in connection with a Change in Control or the Executive’s termination of employment in respect of a Change in Control, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person (all such payments and benefits, excluding the Gross-Up Payment, being hereinafter referred to as the “Total Payments”) will be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments.

(ii) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) all of the Total Payments shall be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Company’s independent auditor (the “Auditor”), such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (B) all “excess parachute payments” within the meaning of Section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the base amount (within the meaning of Section 280G(b)(3) of the Code) allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (C) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3)

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and (4) of the Code. If the Auditor is prohibited by applicable law or regulation from performing the duties assigned to it hereunder, then a different auditor, acceptable to both the Company and the Executive, shall be selected. The fees and expenses of Tax Counsel and the Auditor shall be paid by the Company. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Date of Termination (or if there is no Date of Termination, then the date on which the Gross-Up Payment is calculated for purposes of this Section), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

(iii) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, within five (5) business days following the time that the amount of such reduction in the Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Executive, to the extent that such repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in the Executive’s taxable income and wages for purposes of federal, state and local income and employment taxes, plus interest on the amount of such repayment at 120% of the rate provided in Section 1274(b)(2)(B) of the Code.  In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) within five (5) business days following the time that the amount of such excess is finally determined.  The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments.

(2)Valley.  This Section 4(h)(2) shall apply only if it has been previously determined that Section 4(h)(1) hereof does not apply.  This Section 4(h)(2) shall then apply if the “Total Payments” (as defined in Section 4(h)(2)(i)) would be subject (in whole or part) to the “Excise Tax” (as defined in Section 4(h)(2)(i)) and the Total Payments are less than one-hundred-and-ten percent (110%) of the “Safe Harbor Amount” (as defined in Section 4(h)(1)).

(i) Notwithstanding any other provisions of this Agreement, in the event that any payment, benefit, property or right received or to be received by the Executive in connection with a Change in Control or the Executive’s termination of employment in respect of a Change in Control (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments, benefits, properties and rights being hereinafter referred to as the “Total

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Payments”) would be subject (in whole or part) to the tax (the “Excise Tax”) imposed by Section 4999 of the Code, then the payments and benefits provided under Section 4(e) or 4(f) hereof (“Severance Payments”) which are cash shall first be reduced on a pro rata basis, and the non-cash Severance Payments shall thereafter be reduced on a pro rata basis, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payment without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments); provided, however, that the Executive may elect (by waiving the receipt or enjoyment of all or any portion of the noncash Severance Payments at such time and in such manner that the Severance Payments so waived shall not constitute a “payment” within the meaning of Section 280G(b) of the Code) to have the noncash Severance Payments reduced (or eliminated) prior to any reduction of the cash Severance Payments.

(ii) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the written opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm (the “Auditor”) which was, immediately prior to the Change in Control, the Company’s Independent auditor, does not constitute a “parachute payment” within the meaning of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the written opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (C) the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. If the Auditor is prohibited by applicable law or regulation from performing the duties assigned to it hereunder, then a different auditor, acceptable to both the Company and the Executive, shall be selected.  The fees and expenses of Tax Counsel and the Auditor shall be paid by the Company.

(3) Other Terms.At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions, or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and all such opinions or advice shall be in writing, shall be attached to the statement and shall expressly state that the Executive may rely thereon).  If the Executive objects to the Company’s calculations, the Company shall pay to the Executive such portion of the payments as the Executive determines is necessary to result in the proper application of Section 4(h)(1)(i) or 4(h)(2)(i) above. The Executive and the Company shall each reasonably cooperate with the other in

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connection with any administrative or judicial proceeding concerning the existence or amount of liability for Excise Tax with respect to the Total Payments.

(4) Payment Timing. A Gross Up Payment payable pursuant to Section 4(h)(1)(i) shall be paid as soon as administratively practicable, but in any event no later than March 15 of the year following the year in which the Change of Control giving rise to such payment occurs.  Any additional Gross-Up Payment payable pursuant to Section 4(h)(1)(iii) and which was not paid by March 15 of the year following the year in which the Change of Control giving rise to such payment occurs (a “Non-Exempt Gross-Up Payment”) shall be paid as soon as administratively practicable, but in any event no later than the last day of the Executive’s taxable year next following the taxable year in which the Executive remits the taxes to which such Gross-Up Payment or additional Gross-Up Payment relates.  Notwithstanding the immediately preceding sentence to the contrary, if a Non-Exempt Gross-Up Payment is payable in connection with the Executive’s termination of employment and the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code as of his Date of Termination, no such Non-Exempt Gross Up Payment shall be paid until the earlier of (A) the date which is six months following the Executive’s Date of Termination or (B) the date of the Executive’s death.

5.No Mitigation.  The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

6.Non-Competition; Non-Solicitation; Non-Disparagement.

(a)The Executive acknowledges that, as a senior  management employee, the Executive will be involved, on a high level, in the development, implementation and management of the Company’s global business plans, including those which involve the Company’s finances, research, marketing, planning, operations, and acquisition strategies. By virtue of the Executive’s position and knowledge of the Company, the Executive acknowledges that his employment by a competitor of the Company represents a serious competitive danger to the Company, and that the use of the Executive’s experience and knowledge about the Company’s business, strategies and plans by a competitor can and would constitute a valuable competitive advantage over the Company.  In view of the foregoing, and in consideration of the payments made to the Executive under this Agreement, the Executive covenants and agrees that, if the Executive’s employment is terminated and the Company has fulfilled its obligations under this Agreement, for a period of one year (or three years if the Executive receives payments under clause (B)(x) of Section 4(e)(iii) hereof) after the Date of Termination the Executive will not (A) engage, in any capacity, directly or indirectly, including but not limited as employee, agent, consultant, manager, executive, owner or stockholder (except as a passive

13

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 Termination anywhere in the world, or (B) solicit a customer of the Business in violation of clause (A); provided, that the Executive may be employed by a competitor of the Company so long as the Executive’s duties and responsibilities do not relate directly or indirectly to the business segment of the new employer which is actually or potentially competitive with the Business.

(b) The Company (for itself and its officers and directors) and the Executive mutually agree and covenant not to disparage the reputation or character of the other.

7.Assignment of Inventions. The Executive agrees that all processes, technologies, designs and inventions, including new contributions, improvements, ideas and discoveries, whether patentable or not (collectively “Inventions”), conceived, developed, invented or made by the Executive prior to the Date of Termination shall belong to the Company, provided that such Inventions grew out of the Executive’s work with the Company or any of its subsidiaries or affiliates, are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates or are conceived or made on the Company’s time or with the use of the Company’s facilities or materials.  At the request of the Company, the Executive shall (i) promptly disclose such Inventions to the Company, (ii) assign to the Company, without additional compensation, all patent and other rights to such Inventions for the United States and foreign countries, (iii) sign all papers necessary to carry out the foregoing, and (iv) give testimony or otherwise take action in support of the Executive’s status as the inventor of such Inventions, in each case at the Company’s expense.

8.Confidentiality. In addition to any obligation regarding Inventions, the Executive acknowledges that the  trade secrets and confidential and proprietary information of the Company, its subsidiaries and affiliates, including without limitation:

(a)unpublished information concerning:

(i)research activities and plans,

(ii)marketing or sales plans,

(iii)pricing or pricing strategies,

(iv)operational techniques, and

(v)strategic plans;

(b)unpublished financial information, including information concerning revenues, profits and profit margins;

(c)internal confidential manuals; and

(d)any “material inside information” as such phrase is used for purposes of the Securities Exchange Act of 1934, as amended; all constitute valuable, special and unique information of the Company, its subsidiaries and affiliates.  In recognition of this fact, the Executive agrees that the Executive will not disclose any such trade secrets or confidential or proprietary information (except (i) 

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information which becomes publicly available without violation of this Agreement, (ii) information of which the Executive, prior to disclosure by the Executive, did not know and should not have known was disclosed to the Executive by a third party in violation of any other person’s confidentiality or fiduciary obligation, (iii) disclosure required in connection with any legal process (provided the Executive promptly gives the Company written notice of any legal process seeking to compel such disclosure and reasonably cooperates in the Company’s attempt to eliminate or limit the scope of such disclosure) and (iv) disclosure while employed by the Company which the Executive reasonably and in good faith believes to be in or not opposed to the interests of the Company) to any person, firm, corporation, association or other entity, for any reason or purpose whatsoever, nor shall the Executive make use of any such information for the benefit of any person, firm, corporation or other entity except on behalf of the Company, its subsidiaries and affiliates.

9.Representations by Executive.  Executive represents and warrants that:

(a)Executive is not a party to any contract, agreement or arrangement which would cause the Executive or the Company or any of the Company’s officers, directors or agents to incur liability from a third party as a result of Executive seeking to become employed by, or actually becoming employed by, the Company or performing his responsibilities to the Company as contemplated hereby.

(b)Executive has not been subject to any suspension or debarment proceedings, or related investigations, conducted in connection with any actual or suspected violations of any United States Government procurement laws or regulations, and Executive is not for any other reason ineligible to participate in the discussion, negotiation and entering into of contracts with respect to United States government procurement.

(c) Any misrepresentation by the Executive under this Section 9 shall be grounds for a “Cause” termination by the Company, and any equity or cash incentive award granted or payable to the Executive after commencement of employment shall be forfeited and, if previously received by or paid to the Executive, shall be repaid or returned by the Executive (or his legal representatives if applicable) to the Company promptly upon request by the Company. This provision shall have supremacy over the terms of the sign-on awards referenced under Section 9(c) above.

10.Binding Agreement.  This Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided in this Agreement, shall be paid to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

11.Notice.  Notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been

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duly given when delivered, if delivered personally, or mailed by United States certified or registered mail, return receipt requested, postage prepaid, and when received if delivered otherwise, addressed as follows:

If to the Executive:

Mr. Doron D. Grosman

[Address]

[Address]

If to the Company:

Hexcel Corporation

281 Tresser Blvd.

Stamford, CT  06901-3238

Attn:General Counsel

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

12.General Provisions.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive (or, if applicable, his legal representative)  and the Company.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  No representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Connecticut without regard to its conflicts of law principles.

13.Validity and Enforceability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. It is the desire and intent of the parties that the provisions of Sections 6, 7 and 8 hereof shall be enforceable to the fullest extent permitted by applicable law or public policy.  If any such provision or the application thereof to any person or circumstance shall, to any extent, be construed to be invalid or unenforceable in whole or in part, then such provision shall be construed in a manner so as to permit its enforceability to the fullest extent permitted by applicable law or public policy.  In any case, the remaining provisions or the application thereof to any person or circumstance other than those to which they have been held invalid or unenforceable, shall remain in full force and effect.

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14.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

15.Arbitration.  Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in the State of Connecticut, constituting an Employment Dispute Tribunal in accordance with the rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6, 7 or 8 hereof.

16.Entire Agreement.  This Agreement is the entire agreement or understanding between the Company and the Executive regarding the subject matter hereof.

17.Remedies.  The Executive agrees that in addition to any other remedy provided at law or in equity or in this Agreement, the Company shall be entitled to a temporary restraining order and both preliminary and permanent injunctions restraining Executive from violating any provision of Sections 6, 7 and 8 hereof.  In the event the Company fails to make any payment to the Executive when due, the Executive, in addition to any other remedy available at law or in equity, shall be entitled to interest on such unpaid amounts from the date such payment was due to the date actual payment is received by the Executive, at the legal rate applicable to unpaid judgments.  The Company shall pay to the Executive all legal, audit, and actuarial fees and expenses incurred by him during his lifetime as a result of the termination of employment, including all such fees and expenses incurred in contesting, arbitrating or disputing any action or failure to act by the Company or in seeking to obtain or enforce any right under this Agreement or any other plan, arrangement or agreement with the Company, provided that the Executive has obtained a final determination supporting at least part of his claim and there has been no determination that the balance of his claim was made in bad faith.  Notwithstanding the preceding sentence, to the extent the payment of such fees and expenses would constitute compensation or wages for Federal tax purposes, then:

(a)if the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code as of his Date of Termination, then any such fees or expenses that would otherwise have been paid to Executive during the first six months following his Date of Termination shall be paid instead to the Executive in a lump sum on the earlier of (i) the date which is six months following his Date of Termination and (ii) the date of the Executive’s death, and not before; and

(b)the amount of any such fees or expenses paid to the Executive in one taxable year shall not affect the amount of such fees or expenses the Executive may be eligible to receive in any other taxable year, the Executive’s right to any such fees or expenses shall not be subject to liquidation or exchange for any other benefit, and the reimbursement of any such fees or expenses incurred by the Executive shall be made on or before the last day of the Executive’s taxable

17

year following the year in which the fee or expense was incurred.  The Executive shall be responsible for submitting claims for reimbursement in a timely manner to enable payment within the timeframe provided herein.

18.Consent to Jurisdiction and Forum. The Executive hereby expressly and irrevocably agrees that any action, whether at law or in equity, permitted to be brought by the Company under this Agreement may be brought in the State of Connecticut or in any federal court therein. The Executive hereby irrevocably consents to personal jurisdiction in such court and to accept service of process in accordance with the provisions of the laws of the State of Connecticut. In the event the Company commences any such action in the State of Connecticut or in any Federal court therein, the Company shall reimburse the Executive for the reasonable expenses incurred by the Executive in his appearance in such forum which are in addition to the expenses the Executive would have incurred by appearing in the forum of the Executive’s residence at that time, including but not limited to additional legal fees; provided, however, that to the extent such reimbursement would constitute compensation or wages for Federal tax purposes, such reimbursement shall be subject to the requirements set forth in Sections 17(a) and (b) above.

19.Term of Agreement.The term of this Agreement (the “Term”) began on February 23, 2009 (the “Effective Date”) and shall end on the third anniversary thereof; provided however that, commencing on the third anniversary of the Effective Date and on each subsequent anniversary of the Effective Date (each such anniversary, a “Renewal Date”), the Term shall automatically be extended for one additional year unless, not later than the date which is one year prior to such Renewal Date, the Company shall have given notice to the Executive not to extend the Term for such one additional year.

20.Code Section 409A.  The parties intend that any payment under this Agreement shall, to the extent subject to Section 409A of the Code, be paid in compliance with Section 409A and the Treasury Regulations thereunder such that there shall be no adverse tax consequences, interest, or penalties as a result of the payments, and the parties shall interpret the Agreement in accordance with Section 409A and the Treasury Regulations thereunder.  The parties agree to modify this Agreement or the timing (but not the amount) of any payment to the extent necessary to comply with Section 409A of the Code and avoid application of any taxes, penalties, or interest thereunder.  However, in the event that the amounts payable under this Agreement are subject to any taxes, penalties or interest under Section 409A, the Executive shall be solely liable for the payment of any such taxes, penalties or interest.

HEXCEL CORPORATION
By:	/s/ Ira J. Krakower
	Name: Ira J. Krakower
	Title: Senior Vice President
	/s/ Doron D. Grosman
	Doron D. Grosman (“Executive”)

18

EX-99.3

Exhibit 99.3

EMPLOYEE OPTION AGREEMENT

EMPLOYEE OPTION AGREEMENT, dated as of the Grant Date, by and between the Optionee and Hexcel Corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company has adopted the Hexcel Corporation 2003 Incentive Stock Plan  (the “Plan”); and

WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) has determined that it is desirable and in the best interest of the Company to grant to the Optionee a stock option as an incentive for the Optionee to advance the interests of the Company;

NOW, THEREFORE, the parties agree as follows:

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 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 Employee Option Agreement, and this Employee Option 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 Option granted herein shall be construed as though it were an award under the Plan except insofar as the source of the shares shall be as stated in Section 2.

2.Grant of Option.  Pursuant to the Plan and subject to the terms and conditions set forth herein and therein, the Company hereby grants to the Optionee the right and option (the “Option”) to purchase all or any part of the Option Shares of the Company’s common stock, $.01 par value per share (the “Common Stock”), which Option is not intended to qualify as an incentive stock option, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). The shares underlying the Option are not from the Plan, but rather are treasury shares or shares of authorized but unissued Common Stock.

3.Purchase Price.  The Purchase Price per share of the Option Shares is the Fair Market Value per share of Common Stock as of the Grant Date.

4.Terms of Option.

(a)Expiration Date; Term.  Subject to Section 4(c) below, the Option shall expire on, and shall no longer be exercisable following, the tenth anniversary of the Grant Date. The ten-year period from the Grant Date to its tenth anniversary shall constitute the “Term” of the Option.

(b)Vesting Period; Exercisability.  Subject to Section 4(c) below, the Option shall vest and become exercisable at the rate of 33-1/3% of the Option Shares on each of the first three anniversaries of January 26, 2009.

(c)Termination of Employment; Change in Control.

(i)For purposes of the grant hereunder, any transfer of employment by the Optionee 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.

If the Optionee’s employment with the Company is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee’s employment with the Company shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option).  The Option, to the extent not then vested, shall immediately expire upon such termination.

If the Optionee dies or becomes Disabled (A) while employed by the Company or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for one year from the date of death or Disability (but not beyond the Term of the Option).

If the Optionee’s employment terminates by reason of Retirement, (A) the Option shall, if not fully vested at the time of such termination, continue to vest in accordance with Section 4(b) above, and (B) the Option shall expire upon the earlier to occur of the five-year anniversary date of such Retirement and the expiration of the Term. If the Optionee dies during the five-year period immediately following the Retirement of the Optionee, the Options shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for the remainder of the five-year period from the date of Retirement (but not beyond the Term of the Option).

(ii)In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisable and the post-termination periods of exercisability set forth in Section 4(c)(i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for a period of two years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee’s employment is terminated by the Company other than by reason of Retirement, Cause, Disability or death or (B) the Optionee terminates the Optionee’s employment for Good Reason (as defined in the last Section hereof).

(d)Forfeiture of Option on Certain Conditions.

(i)Notwithstanding anything to the contrary contained in this Employee Option Agreement, should the Optionee while an employee or after termination of employment fail to comply with the “Protective Condition” (as defined in Section 4(d)(ii)), then the Option, to the extent not already exercised, shall immediately expire upon the Optionee’s failure to meet such condition.

(ii)“Protective Condition” shall mean that the Optionee (A) complies with all terms and provisions of any obligation of confidentiality to the Company contained in a written agreement signed by the Optionee, 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 Optionee’s termination of employment with the Company anywhere in the world (except that the Optionee may be employed by a competitor of the Company so long as the Optionee’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).

5.Adjustment Upon Changes in Capitalization.

(a)The aggregate number of Option Shares and the Purchase Price shall be proportionately adjusted by the Committee 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 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 Employee Option Agreement in the event of any other reorganization, recapitalization, merger, consolidation, spin-off, extraordinary dividend or other distribution or similar transaction involving the Company.

(b)Any adjustment under this Section 5 in the number of Option Shares and the Purchase Price shall be subject to Section 12 below and shall apply to only the unexercised portion of the Option. If fractions of a share would result from any such adjustment, the adjustment shall be rounded down to the nearest whole number of shares.

6.Method of Exercising Option and Withholding.

(a)The Option shall be exercised by the delivery by the Optionee to the Company at its principal office (or at such other address as may be established by the Committee) of written notice of the number of Option Shares with respect to which the Option is exercised, accompanied by payment in full of the aggregate Purchase Price for such Option Shares.  Payment for such Option Shares shall be made (i) in U.S. dollars by personal check, bank draft or money order payable to the order of the Company, or

by money transfers or direct account debits to an account designated by the Company; (ii) through the delivery of shares of Common Stock with a Fair Market Value equal to the total payment due from the Optionee; (iii) pursuant to a “cashless exercise” program if such a program is established by the Company; or (iv) by any combination of the methods described in (i) through (iii) above.

(b)The Company’s obligation to deliver shares of Common Stock upon the exercise of the Option shall be subject to the payment by the Optionee of applicable federal, state, local and other withholding tax, if any.  The Company or a Subsidiary shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Optionee any federal, state, local or other taxes required to be withheld with respect to such payment.

7.Transfer.  Except as provided in this Section 7, the Option is not transferable otherwise than by will or the laws of descent and distribution, and the Option may be exercised during the Optionee’s lifetime only by the Optionee.  Any attempt to transfer the Option in contravention of this Section 7 is void ab initio.  The Option shall not be subject to execution, attachment or other process.  Notwithstanding the foregoing, the Optionee and, after the death of the Optionee the estate or any estate beneficiary of the Optionee, shall be permitted to transfer the Option 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 other equity owners are such family members; provided, however, that no consideration can be paid for the transfer of the Option and the transferee of the Option must agree to be subject to all conditions applicable to the Option prior to its transfer.

8.No Rights in Option Shares.  The Optionee shall have none of the rights of a stockholder with respect to the Option Shares unless and until shares of Common Stock are issued upon exercise of the Option.

9.Issuance of Shares.  Any shares of Common Stock to be issued to the Optionee under this Employee Option Agreement may be issued in either certificated form, or in uncertificated form (via the Direct Registration System or otherwise).

10.No Right to Employment.  Nothing contained herein shall be deemed to confer upon the Optionee any right to remain as an employee of the Company.

11.Section 409A

(a)It is intended that this Employee Option Agreement comply in all respects with the requirements of Sections 409A(a)(2) through (4) of the Code and applicable Treasury Regulations and other generally applicable guidance issued thereunder (collectively, the “Applicable Regulations”), and this Employee Option Agreement shall be interpreted for all purposes in accordance with this intent.

(b)Notwithstanding any term or provision of this Employee Option Agreement (including any term or provision of the Plan incorporated herein by reference), the parties hereto agree that, from time to time, the Company may, without prior notice to or consent of the Optionee, amend this Employee Option Agreement to the extent determined by the Company, in the exercise of its discretion in good faith, to be necessary or advisable to prevent the inclusion in the Optionee’s gross income pursuant

to the Applicable Regulations of any compensation intended to be deferred hereunder. The Company shall notify the Optionee as soon as reasonably practicable of any such amendment affecting the Optionee.

(c)In the event that the amounts payable under this Employee Option Agreement are subject to any taxes, penalties or interest under the Applicable Regulations, the Optionee shall be solely liable for the payment of any such taxes, penalties or interest.

12.Modifications; Extensions.

(a)Notwithstanding any term or provision of this Employee Option Agreement (including any term or provision of the Plan incorporated herein by reference), (i) no Modification shall be made in respect to the Option if such Modification would result in the Option constituting a deferral of compensation, and (ii) no Extension shall be made in respect to the Option if such Extension would result in the Option having an additional deferral feature from the Grant Date, in each case within the meaning of applicable Treasury Regulations under Code section 409A.

(b)Subject to subsection (d) below, a “Modification” for purposes of subsection (a) means any change in the terms of the Option that may provide the Optionee with a direct or indirect reduction in the Purchase Price of the Option, regardless of whether the Optionee in fact benefits from the change in terms.

(c)Subject to subsection (d) below, an “Extension” for purposes of subsection (a) means either (i) the provision to the Optionee of an additional period of time within which to exercise the Option beyond the time originally prescribed, or (ii) the conversion or exchange of the Option for a legally binding right to compensation in a future taxable year, or (iii) the addition of any feature for the deferral of compensation to the terms of the Option, or (iv) any renewal of the Option that has the effect of (i) through (iii) above.

(d)Notwithstanding subsections (b) and (c) above, it shall not be a Modification or an Extension, respectively, to change the terms of an Option in any of the ways or for any of the purposes provided in applicable Treasury Regulations or other guidance under Section 409A of the Code as not resulting in a Modification or Extension for purposes of that section.  In particular, it shall not be an Extension to extend the exercise period of the Option to a date no later than the earlier of (i) the latest date upon which the Option could have expired by its original terms under any circumstances or (ii) the 10th anniversary of the Grant Date.

13.Governing Law/Jurisdiction.  This Employee Option Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.

14.Resolution of Disputes.  Any disputes arising under or in connection with this Employee Option Agreement shall be resolved by binding arbitration before a three arbitrators constituting an Employment Dispute Tribunal, to be held in Connecticut in accordance with the commercial rules and procedures of the American Arbitration Association.  Judgment upon the award rendered by the arbitrator shall be final and subject to appeal only to the extent permitted by law.  Each party shall bear such party’s

own expenses incurred in connection with any arbitration. Anything to the contrary notwithstanding, each party hereto has the right to proceed with a court action for injunctive relief or relief from violations of law not within the jurisdiction of an arbitrator.

15.Notices.  Any notice required or permitted under this Employee Option Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Optionee at the last address specified in Optionee’s employment records, or such other address as the Optionee may designate in writing to the Company, or to the Company, Attention:  Corporate Secretary, or such other address as the Company may designate in writing to the Optionee.

16.Failure To Enforce Not a Waiver.  The failure of either party hereto to enforce at any time any provision of this Employee Option Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

17.Counterparts.  This Employee Option Agreement may be executed in two or more counterparts, each of which shall be an original but all of which together shall represent one and the same agreement.

18.Miscellaneous.  This Employee Option Agreement cannot be changed or terminated orally.  This Employee Option Agreement and the Plan contain the entire agreement between the parties relating to the subject matter hereof.  The section headings herein are intended for reference only and shall not affect the interpretation hereof.

19.Definitions.  For purposes of this Employee Option Agreement:

(I)“Affiliate” of any Person shall mean any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.  The term “Control” shall have the meaning specified in Rule 12b-2 under the Exchange Act;

(II)“Beneficial Owner” (and variants thereof) shall have the meaning given in Rule 13d-3 promulgated under the Exchange Act and, only to the extent such meaning is more restrictive than the meaning given in Rule 13d-3, the meaning determined in accordance with Section 318(a) of the Code;

(III)“Cause” shall have the meaning ascribed to such term in Section 3(c) of the Executive Severance Agreement;

(IV)“Change in Control” shall have the meaning ascribed to such term in Section 4(g) of the Executive Severance Agreement;

(V)“Disability” shall have the meaning ascribed to such term in Section 3(b) of the Executive Severance Agreement;

(VI)“Executive Severance Agreement” shall mean the Executive Severance Agreement between the Company and the Optionee dated February 23, 2009;

(VII)“Good Reason” shall have the meaning ascribed to such term in Section 3(d) of the Executive Severance Agreement;

(VIII)“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) of the Exchange Act, and, only to the extent such meaning is more restrictive than the meaning given in Section 3(a)(9) of the Exchange Act (as modified as above), the meaning determined in accordance with Sections 1.409A-3(i)(5)(v)(B), (vi)(D) or (vii)(C) of the Treasury Regulations (or any successor provisions), as applicable; and

(IX)“Retirement” shall mean termination of the Optionee’s employment, other than by reason of death or Cause, either (A) at or after age 65 or (B) at or after age 55 after five (5) years of employment by the Company (or a Subsidiary thereof).

Annex A

NOTICE OF GRANT

EMPLOYEE STOCK OPTION

The following employee of Hexcel Corporation, a Delaware corporation or a Subsidiary, has been granted an option to purchase shares of the Common Stock of Hexcel, $.01 par value, in accordance with the terms of this Notice of Grant and the Employee Option Agreement to which this Notice of Grant is attached.

The following is a summary of the principal terms of the option which has been granted.  The terms below shall have the meanings ascribed to them below when used in the Employee Option Agreement.

Optionee	Doron D. Grosman
Address of Optionee
Foreign Sub Plan, if applicable
Grant Date	February 23, 2009
Purchase Price	$6.23
Aggregate Number of Shares Granted (the “Option Shares”)	152,857

IN WITNESS WHEREOF, the parties hereby agree to the terms of this Notice of Grant and the Employee Option Agreement to which this Notice of Grant is attached and execute this Notice of Grant and Employee Option Agreement as of the Grant Date.

/s/ Doron D. Grosman	HEXCEL CORPORATION
Optionee
	By:	/s/ Ira J. Krakower
		Ira J. Krakower
		Sr. Vice President

EX-99.4

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 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 unvested 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 Agreement in the event of any other reorganization, recapitalization, merger, consolidation, spin-off, extraordinary dividend or other distribution or similar transaction involving the Company.

6.Issuance of Shares.  Any shares of Common Stock to be issued to the Grantee under this Restricted Stock Unit Agreement may be issued in either certificated form, or in uncertificated form (via the Direct Registration System or otherwise).

7.Taxes.  The Grantee shall pay to the Company or a Subsidiary promptly upon request any taxes the Company reasonably determines it or a Subsidiary is required to withhold under applicable tax laws with respect to the vesting and/or conversion of the RSUs. Such payment shall be made as provided in Section VIII(f) of the Plan.

8No Guarantee of Employment.  Nothing set forth herein or in the Plan shall confer upon the Grantee any right of continued employment for any period by the Company, or shall interfere in any way with the right of the Company to terminate such employment.

9Section 409A

(a)It is intended that this Agreement comply in all respects with the requirements of Sections 409A(a)(2) through (4) of the Code and applicable Treasury Regulations and other generally applicable guidance issued thereunder (collectively, the “Applicable Regulations”), and this Agreement shall be interpreted for all purposes in accordance with this intent.

(b)Notwithstanding any term or provision of this Agreement (including any term or provision of the Plan incorporated herein by reference), the parties hereto agree that, from time to time, the Company may, without prior notice to or consent of the Grantee, amend this Agreement to the extent determined by the Company, in the exercise of its discretion in good faith, to be necessary or advisable to prevent the inclusion in the Grantee’s gross income pursuant to the Applicable Regulations of any compensation intended to be deferred hereunder. The Company shall notify the Grantee as soon as reasonably practicable of any such amendment affecting the Grantee.

(c)In the event that the amounts payable under this Agreement are subject to any taxes, penalties or interest under the Applicable Regulations, the Grantee shall be solely liable for the payment of any such taxes, penalties or interest.

(d)Except as otherwise specifically provided herein, the time for distribution of the RSUs as provided in Sections 3, 4(b) and 4(c) shall not be accelerated or delayed for any reason, unless to the extent necessary to comply with or permitted under the Applicable Regulations.

10 Notices.  Any notice required or permitted under this Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Grantee at the last address specified in Grantee’s employment records, or such other address as the Grantee may designate in writing to the Company, or to the Company, Attention:  Corporate Secretary, or such other address as the Company may designate in writing to the Grantee.

11Failure To Enforce Not a Waiver.  The failure of either party hereto to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

12Governing Law.  This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof. Any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration before a three arbitrators constituting an Employment Dispute Tribunal, to be held in Connecticut in accordance with the commercial rules and procedures of the American Arbitration Association.  Judgment upon the award rendered by the arbitrator shall be final and subject to appeal only to the extent permitted by law.  Each party shall bear such party’s own expenses incurred in connection with any arbitration. Anything to the contrary notwithstanding, each party hereto has the right to proceed with a court action for injunctive relief or relief from violations of law not within the jurisdiction of an arbitrator

13Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be an original but all of which together shall represent one and the same agreement.

14Miscellaneous.  This Agreement cannot be changed or terminated orally. This Agreement and the Plan contain the entire agreement between the parties relating to the subject matter hereof. The section headings herein are intended for reference only and shall not affect the interpretation hereof.

15Definitions.  For purposes of this Agreement:

(a)“Affiliate” of any Person shall mean any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.  The term “Control” shall have the meaning specified in Rule 12b-2 under the Exchange Act;

(b)“Beneficial Owner” (and variants thereof) shall have the meaning given in Rule 13d-3 promulgated under the Exchange Act and, only to the extent such meaning is more restrictive than the meaning given in Rule 13d-3, the meaning determined in accordance with Section 318(a) of the Code;

(c)“Cause” shall have the meaning ascribed to such term in Section 3(c) of the Executive Severance Agreement;

(d)“Change in Control” shall have the meaning ascribed to such term in Section 4(g) of the Executive Severance Agreement;

(e)“Disability” shall have the meaning ascribed to such term in Section 3(b) of the Executive Severance Agreement;

(f)“Executive Severance Agreement” shall mean the Executive Severance Agreement between the Company and the Grantee dated February 23, 2009;

(g) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) of the Exchange Act, and, only to the extent such meaning is more restrictive than the meaning given in Section 3(a)(9) of the Exchange Act (as modified as above), the meaning determined in accordance with Sections 1.409A-3(i)(5)(v)(B), (vi)(D) or (vii)(C) of the Treasury Regulations (or any successor provisions), as applicable; and

(h)“Retirement” shall mean termination of the Grantee’s employment, other than by reason of death or Cause, either (A) at or after age 65 or (B) at or after age 55 after five (5) years of employment by the Company (or a Subsidiary thereof).

Annex A

NOTICE OF GRANT

RESTRICTED STOCK UNITS

The following employee of Hexcel Corporation, a Delaware corporation, or a Subsidiary, has been granted restricted stock units in accordance with the terms of this Notice of Grant and the Agreement to which this Notice of Grant is attached.

The terms below shall have the meanings ascribed to them below when used in the Agreement.

Grantee	Doron D. Grosman
Address of Grantee
Foreign Sub Plan, if applicable
Grant Date	February 23, 2009
Aggregate Number of RSUs Granted	42,937

IN WITNESS WHEREOF, the parties hereby agree to the terms of this Notice of Grant and the Agreement to which this Notice of Grant is attached and execute this Notice of Grant and the Agreement as of the Grant Date.

/s/ Doron D. Grosman	HEXCEL CORPORATION
Grantee
	By:	/s/ Ira J. Krakower
	Ira J. Krakower
	Senior Vice President

EX-99.5

Exhibit 99.5

PERFORMANCE BASED AWARD AGREEMENT

This Performance Based Award 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 a Performance Based Award (“PBA”) upon the terms and subject to the conditions hereinafter contained.  The shares underlying this PBA are not from the Plan, but rather are treasury shares or shares of authorized but unissued Common Stock. 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. This PBA may result in the Grantee being awarded up to that number of unrestricted shares of Common Stock equal to the Maximum Share Award as set forth in the Notice of Grant.  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 or this Agreement must be made in accordance with Section IX of the Plan. The PBA award granted hereunder 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.Performance Periods; Award of Unrestricted Shares of Common Stock.

(a)There are three Annual Performance Periods (2009, 2010 and 2011) and a Long-Term Performance Period (2009-2011) under this PBA.  Each Annual Performance Period shall have performance measures identical to those selected by the Committee under the Annual Cash Bonus Plan for that Annual Performance Period. The performance measure for the Long-Term Performance Period is the RONCE performance measure as set forth on Annex B.

(b)As soon as practicable (but in no event later than 75 days) after the end of each Annual Performance Period, the Company shall determine  the Annual Performance Share Award for such Annual Performance Period by multiplying the Annual Target Share Award by the Annual Payout Percentage achieved for such Annual Performance Period.

(c)So long as the Grantee is employed by the Company or a Subsidiary at the end of the Long-Term Performance Period, the Grantee shall, at such time as the number of unrestricted shares of Common Stock is determined under this subsection 2(c), become entitled to receive that number of unrestricted shares of Common Stock equal to the greater of (i) the number determined in accordance with the Share Award

Schedule that appears on Annex B and (ii) the sum of the Annual Performance Share Awards for each of the three Annual Performance Periods; provided however that if the sum of the Annual Performance Share Awards is greater than the number determined in accordance with the Share Award Schedule that appears on Annex B, and the Company does not attain the Threshold Level of the Long-Term Performance Measure, then the number of unrestricted shares of Common Stock to be received by the Grantee shall be equal to 75% of the sum of the Annual Performance Share Awards. The Committee shall certify the degree of achievement of the Long-Term Performance Measure promptly (but in no event later than 75 days) after the end of the Long-Term Performance Period.

3.Termination of Employment; Pro-rata Award.

(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 during the first Annual Performance Period the Grantee dies or terminates employment due to Disability or Retirement, or the Grantee’s employment is involuntarily terminated without Cause or the Grantee terminates employment for Good Reason, then the Grantee shall be entitled to receive that number of unrestricted shares of Common Stock equal to the Annual Performance Share Award determined for the first Annual Performance Period multiplied by a fraction equal to M/12, where M is the number of partial or total months the Grantee is employed by the Company during the first Annual Performance Period.

(c)If during the second Annual Performance Period the Grantee dies or terminates employment due to Disability or Retirement, or the Grantee’s employment is involuntarily terminated without Cause or the Grantee terminates employment for Good Reason, then the Grantee shall be entitled to receive a number of unrestricted shares of Common Stock equal to the lesser of (i) the sum of (A) the Annual Performance Share Award determined for the first Annual Performance Period and (B) the Annual Performance Share Award determined for the second Annual Performance Period multiplied by a fraction equal to M/12, where M is the number of partial or total months the Grantee is employed by the Company during the second Annual Performance Period, and (ii) the PBA Target Share Award.

(d)If during the third Annual Performance Period the Grantee dies or terminates employment due to Disability or Retirement, or the Grantee’s employment is involuntarily terminated without Cause or the Grantee terminates employment for Good Reason, then the Grantee shall be entitled to receive that number of unrestricted shares of Common Stock to which the Grantee would have been entitled to receive under subsection 2(c) had he been employed by the Company or a Subsidiary at the end of the Long-Term Performance Period multiplied by a fraction equal to M/36, where M is the number of partial or total months the Grantee is employed by the Company during the Long-Term Performance Period.

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(e)If, at any time during the Long-Term Performance Period the Grantee terminates employment other than for Disability, Retirement or Good Reason, or Grantee’s employment is terminated by the Company for Cause, the Grantee shall receive no award and this PBA shall be null and void.

(f)The Grantee shall become entitled to receive shares of unrestricted Common Stock pursuant to Section 3(b) or 3(c) upon the date on which the Committee certifies the degree of achievement of the applicable performance measure(s) for the Annual Performance Period during which the Grantee’s employment terminated. The Grantee shall become entitled to receive shares of unrestricted Common Stock under Section 3(d) at the same time as the Grantee would have become entitled to receive shares of unrestricted Common Stock under Section 2(c) if the Grantee were employed by the Company or a Subsidiary at the end of the Long-Term Performance Period.

4.Change in Control.  If a Change in Control occurs anytime during the Long-Term Performance Period and prior to the Grantee’s receiving any award under this PBA, the Grantee shall immediately be awarded the PBA Target Share Award.  Delivery of the PBA Target Share Award shall discharge any obligation to the Grantee under this PBA in its entirety and the Grantee shall not be entitled to any additional award under this PBA.

5.Transferability of PBA; No Incidents of Ownership; Dividends

(a)Except as provided in this Section 5(a), the PBA may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution. Any attempt to transfer the PBA in contravention of this Section 5(a) is void ab initio.  The PBA shall not be subject to execution, attachment or other process. Notwithstanding the foregoing, the Grantee shall be permitted to transfer the PBA 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 PBA and the transferee of the PBA must agree to be subject to all conditions applicable to the PBA (including all of the terms and conditions of this Agreement) prior to transfer.

(b)Except as set forth in Section 5(c), the Grantee shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in shares of Common Stock in respect of the PBA unless and until the Grantee becomes entitled to receive unrestricted shares of Common Stock.

(c)If one or more cash dividends are paid with respect to Common Stock during the Long-Term Performance Period then, at the time unrestricted shares of Common Stock are distributed to the Grantee, the Grantee shall receive a cash payment equal to the aggregate dividend amount the Grantee would have received had Grantee owned such shares of Common Stock on the dividend record date(s).

6.Forfeiture of PBA on Certain Conditions.

(a)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 6(b)), then the PBA shall immediately expire upon the Grantee’s failure to meet such condition.

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(b)“Protective Condition” shall mean that the Grantee (A) complies with all terms and provisions of any obligation of confidentiality to the Company and/or one of its Subsidiaries 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 and/or one of its Subsidiaries on the date of the Grantee’s termination of employment, anywhere in the world (except that the Grantee may be employed by a competitor of the Company and/or one of its Subsidiaries 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 and/or one of its Subsidiaries).

7.Issuance of Shares.  Subject to section 11(e) below, any shares of unrestricted Common Stock to be issued to the Grantee under this PBA (i) shall be delivered to the Grantee promptly, but in no event later than ten days, after such time as the Grantee becomes entitled to receive such shares of Common Stock, and (ii) may be issued in either certificated form or in uncertificated form (via the Direct Registration System or otherwise).

8.Equitable Adjustment.  The aggregate number of shares of Common Stock subject to this PBA 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 Agreement in the event of any other reorganization, recapitalization, merger, consolidation, spin-off, extraordinary dividend or other distribution or similar transaction involving the Company.

9.Taxes.  Upon the distribution of unrestricted shares of Common Stock to the Grantee, absent a notification by the Grantee to the Company (or an agent designated by the Company to administer the Company’s stock incentive program) which is received by the Company or its agent at least three business days prior to the date of such distribution, to the effect that the Grantee will pay to the Company or a Subsidiary by check or wire transfer any taxes (“Withholding Taxes”) the Company reasonably determines it or a Subsidiary is required to withhold under applicable tax laws with respect to such shares, the Company will reduce the number of shares of Common Stock to be distributed to the Grantee in connection with such distribution by a number of shares of Common Stock the Fair Market Value of which (as of the date the Grantee becomes entitled to receive such shares) is equal to the total amount of Withholding Taxes. In the event the Grantee elects to pay to the Company or a Subsidiary the Withholding Taxes with respect to such shares by check or wire transfer, the Company’s obligation to deliver such shares of Common Stock shall be subject to receipt by the Company or Subsidiary of such payment in available funds. The Company or a Subsidiary shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Grantee any federal, state, local or other taxes required to be withheld with respect to such payment.

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10.No Guarantee of Employment. Nothing set forth herein or in the Plan shall confer upon the Grantee any right of continued employment for any period by the Company or a Subsidiary, or shall interfere in any way with the right of the Company or Subsidiary to terminate such employment.

11.Section 409A.

(a)It is intended that this Agreement comply in all respects with the requirements of Sections 409A (a)(2) through (4) of the Code and applicable Treasury Regulations and other generally applicable guidance issued thereunder (collectively, the “Applicable Regulations”), and this Agreement shall be interpreted for all purposes in accordance with this intent.

(b)Notwithstanding any term or provision of this Agreement (including any term or provision of the Plan incorporated herein by reference), the parties hereto agree that, from time to time, the Company may, without prior notice to or consent of the Grantee, amend this Agreement to the extent determined by the Company, in the exercise of its discretion in good faith, to be necessary or advisable to prevent the inclusion in the Grantee’s gross income pursuant to the Applicable Regulations of any compensation intended to be deferred hereunder. The Company shall notify the Grantee as soon as reasonably practicable of any such amendment affecting the Grantee.

(c)In the event that the amounts payable under this Agreement are subject to any taxes, penalties or interest under the Applicable Regulations, the Grantee shall be solely liable for the payment of any such taxes, penalties or interest.

(d)Except as otherwise specifically provided herein, the time for distribution of unrestricted shares of Common Stock under this PBA shall not be accelerated or delayed for any reason, unless to the extent necessary to comply with or permitted under the Applicable Regulations.

(e)Notwithstanding any term or provision of this Agreement to the contrary, if the Grantee is a specified employee (as defined in Section 409A(a)(2)(B)(i) of the Code) as of the date of his or her termination of employment, then any amounts payable to the Grantee under this PBA on account of his or her termination of employment (including without limitation any dividends payable to the Grantee pursuant to Section 5(c) if payable on account of his or her termination of employment) shall be paid to the Grantee upon the later of (i) the date such amounts would otherwise be payable to the Grantee under this PBA without regard to this Section 11(e) and (ii) the date which is six months following the date of the Grantee’s termination of employment.  The preceding sentence shall not apply in the event Grantee’s termination of employment is due to his or her death.  If the Grantee should terminate employment for a reason other than his or her death but subsequently die during the six-month period described in subclause (ii) of the first sentence above, such six-month period shall be deemed to end on the date of the Grantee’s death.

12.Notices.  Any notice required or permitted under this Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Grantee at the last address specified in Grantee’s employment records, or such other address as the Grantee may designate in writing to the Company, Attention:  Corporate Secretary, or such other address as the Company may designate in writing to the Grantee.

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13.Failure To Enforce Not a Waiver.  The failure of either party hereto to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

14.Governing Law; Disputes.  This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof. Any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration before a three arbitrators constituting an Employment Dispute Tribunal, to be held in Connecticut in accordance with the commercial rules and procedures of the American Arbitration Association.  Judgment upon the award rendered by the arbitrator shall be final and subject to appeal only to the extent permitted by law.  Each party shall bear such party’s own expenses incurred in connection with any arbitration. Anything to the contrary notwithstanding, each party hereto has the right to proceed with a court action for injunctive relief or relief from violations of law not within the jurisdiction of an arbitrator

15.Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be an original but all of which together shall represent one and the same agreement.

16.Miscellaneous.  This Agreement cannot be changed or terminated orally. This Agreement and the Plan contain the entire agreement between the parties relating to the subject matter hereof. The section headings herein are intended for reference only and shall not affect the interpretation hereof.

17.Definitions.  For purposes of this Agreement:

(a)“Affiliate” of any Person shall mean any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.  The term “Control” shall have the meaning specified in Rule 12b-2 under the Exchange Act;

(b)“Annual Cash Bonus Plan” shall mean the Company’s Management Incentive Compensation Plan, or any successor or replacement annual cash bonus plan adopted by the Board or the Committee;

(c)“Annual Payout Percentage” with respect to an Annual Performance Period shall mean the percentage of target cash award certified by the Committee under the Annual Cash Bonus Plan for such Annual Performance Period;

(d)“Annual Performance Period” shall mean each of the three calendar years 2009, 2010 and 2011;

(e)“Annual Performance Share Award” shall be determined as set forth in Section 2(b);

(f)“Annual Target Share Award” shall mean one-third of the PBA Target Share Award;

(g)“Beneficial Owner” (and variants thereof) shall have the meaning given in Rule 13d-3 promulgated under the Exchange Act and, only to the extent such meaning

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is more restrictive than the meaning given in Rule 13d-3, the meaning determined in accordance with Section 318(a) of the Code;

(h)“Cause” shall have the meaning ascribed to such term in Section 3(c) of the Executive Severance Agreement;

(i)“Change in Control” shall have the meaning ascribed to such term in Section 4(g) of the Executive Severance Agreement;

(j)“Disability” shall have the meaning ascribed to such term in Section 3(b) of the Executive Severance Agreement;

(k)“Executive Severance Agreement” shall mean the Executive Severance Agreement between the Company and the Grantee dated February 23, 2009;

(l) “Good Reason” shall have the meaning ascribed to such term in Section 3(d) of the Executive Severance Agreement;

(m)“Long-Term Performance Measure” is defined on Annex B;

(n)“Long-Term Performance Period” shall mean the period beginning on January 1, 2009 and ending on December 31, 2011;

(o)“Maximum Share Award” is the maximum amount of unrestricted shares of Common Stock that can be awarded to the Grantee under this PBA, and is set forth on Annex A;

(p) “PBA Target Share Award” shall mean one-half of the Maximum Share Award set forth on Annex A;

(q)“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) of the Exchange Act and, only to the extent such meaning is more restrictive than the meaning given in Section 3(a)(9) of the Exchange Act (as modified as above), the meaning determined in accordance with Sections 1.409A-3(i)(5)(v)(B), (vi)(D) or (vii)(C) of the Treasury Regulations (or any successor provisions), as applicable;

(r)“Retirement” shall mean termination of the Grantee’s employment, other than by reason of death or Cause, either (A) at or after age 65 or (B) at or after age 55 after five (5) years of employment by the Company (or a Subsidiary thereof); and

(s)“Threshold Level” is defined on Annex B.

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Annex A

NOTICE OF GRANT

PERFORMANCE BASED AWARD

The following employee of Hexcel Corporation, a Delaware corporation, or a Subsidiary, has been granted a Performance Based Award in accordance with the terms of this Notice of Grant and the Agreement to which this Notice of Grant is attached.

The terms below shall have the meanings ascribed to them below when used in the Agreement.

Grantee	Doron D. Grosman
Address of Grantee
Foreign Sub Plan, if applicable
Grant Date	February 23, 2009
Maximum number of unrestricted shares of Common Stock which may be granted as a result of this PBA (“Maximum Share Award”)	85,874

IN WITNESS WHEREOF, the parties hereby agree to the terms of this Notice of Grant and the Agreement to which this Notice of Grant is attached and execute this Notice of Grant and the Agreement as of the Grant Date.

/s/ Doron D. Grosman	HEXCEL CORPORATION
Grantee
	By:	/s/ Ira J. Krakower
	Ira J. Krakower
	Senior Vice President

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Annex B

The “Long-Term Performance Measure” shall be Return on Net Capital Employed, or “RONCE,” as defined on Exhibit I attached hereto.

The “Target Level” of the Long-Term Performance Measure shall be     %.

The “Threshold Level” of the Long-Term Performance Measure shall be    %.

The “PBA Target Share Award” to be awarded is 50% of the Maximum Share Award (as defined on Annex A).

Share Award Schedule

Degree of Attainment of Target Level of Long-Term Performance Measure	Percentage of PBA Target Share Award to be awarded to Grantee
112.5% or more	200%
106.25%	125%
100%	100%
93.75%	50%
less than 93.75%	0

Interpolation shall be used, on a ratable basis, to determine the number of unrestricted shares of Common Stock to be awarded when the degree of attainment of the Long-Term Performance Measure is between two percentages in the left hand column above.

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Exhibit I

HEXCEL CORPORATION

Definition and Computation of RONCE

For Purposes Of

Performance Share Awards for 2009-2011 Performance Cycle

Computation:

“RONCE” shall be computed by dividing the Average Return by the Average Capital Employed and expressed as a percentage:

Average Return

Average Capital Employed

Definitions:

“Average Capital Employed” shall mean the sum of Net Capital Employed as of December 31, 2008, December 31, 2009, December 31, 2010 and December 31, 2011, divided by four.

“Average Return” shall mean the sum of the Return for the calendar years of 2009, 2010 and 2011, divided by three.

“Cash” as of a particular date shall mean cash and cash equivalents of the Company and its Subsidiaries as of such date, as reported in its financial statements.

“Consolidated Operating Income” shall mean the operating income of the Company and its Subsidiaries as reported in its financial statements.

“Equity in Earnings from Affiliated Companies” shall mean the equity in earnings from affiliated companies of the Company and its Subsidiaries as reported in its financial statements.

“Net Capital Employed” as of a particular date shall mean the sum of Shareholder’s Equity and Total Debt as of such date, minus Cash as of such date.

“Other Income (Expense), Net” of the Company shall be any expense or income arising from transactions outside the ordinary course of business including but not limited to any of the sale or purchase of debt or equity securities of the Company, debt refinancing or prepayment of debt, judgment or settlement of claims or litigation, acquisitions or divestitures, termination of a pension plan, the sale or purchase of tangible or intangible assets and the impairment of tangible and intangible assets.

“Return” for a particular period shall mean the sum of Consolidated Operating Income, Equity in Earnings from Affiliated Companies and Other Income (Expense), Net for such period.

“RONCE” is an acronym for Return on Net Capital Employed.

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“Shareholder’s Equity” as of a particular date shall mean total stockholder’s equity of the Company as reported in its financial statements as of such date.

“Total Debt” as of a particular date shall mean the sum of “notes payable and current maturities of capital lease obligations” and “long-term notes payable and capital lease obligations” of the Company and its Subsidiaries as of such date, as reported in its financial statements.

The Compensation Committee shall retain its powers to make appropriate adjustments to the RONCE performance goal to reflect the impact of unusual, non-recurring or extraordinary income or expense not reflected in such goal as defined, as authorized under the Company’s 2003 Incentive Stock Plan.

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EX-99.6

Exhibit 99.6

February 23, 2009

William Hunt

Hexcel Composites LTD

Duxford

Cambridge

CB2 4QD

Dear Bill

I write further to our various meetings in respect of planning for your eventual retirement.  This letter sets out what we have agreed.

Notice of Retirement

Your original retirement date was 30 January 2008 (your 65th birthday) in accordance with your Service Agreement.  (“Your Service Agreement” means the Service Agreement between yourself and Ciba Geigy Plc dated 1 January 1992, as amended.)  The Company extended your employment past that date in agreement with you.

The Company gives you notice that your retirement date will now be a date chosen by the Company (“your Retirement Date”).  On this date your employment will terminate.  You agree to accept the Retirement Date as a mutually agreed date.  You and the Company also have agreed to a shorter Notice Period and to waive the requirement for either party to give 12 months’ written notice as set out in your Service Agreement.

“The Notice Period” means the period of time between the date of this Agreement and the Retirement Date.

Please note that the Company will write to you separately to formally set out your retirement date and provide you with the statutory information relating to retirement.

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On your Retirement Date you will be eligible for a Retirement Gratuity of 0.5% of your contractual salary for each year of continuous service.  This will amount to £60,253.44.

Earlier termination

As you are aware the company may wish to appoint a successor during the Notice Period.  If a successor is appointed the Company may wish to terminate your employment during the Notice Period, or to continue to employ you to the end of the Notice Period but not expect you to fulfil all your duties.  In either event, you will be entitled to a sum equivalent to the salary and benefits which you would have received until the end of the Notice period or April 1, 2009, whichever is later, as damages for failure to allow you to work the entire Notice Period.  Where appropriate the Company may continue certain benefits rather than pay you in lieu, subject always to the relevant scheme or policy relating to such benefits.  The Company will ask you to reaffirm the covenants contained in clause 13 of your Service Agreement.

The Company may, at its discretion, choose not to terminate your employment during the Notice Period.  In that case, and in agreement with you, the Company would not assign any duties to you or agree with you what duties it wanted you to undertake.  In this case you would retain your right receive your normal salary and other contractual benefits until the Retirement Date, subject always to the relevant scheme or policy relating to such benefits.  The Company will ask you to reaffirm the covenants contained in clause 13 of your Service Agreement.

Nothing in this letter prevents the Company from terminating your employment in accordance with Clause 8 of your Service Agreement if you are guilty of misconduct.

Equity Awards

Upon your retirement or other termination of employment with the Company, the treatment of all Hexcel equity awards previously granted to you, including non-qualified stock options, restricted stock units (“RSUs’) and performance share awards, shall be governed by the terms contained in the legal agreements governing such equity awards.  Notwithstanding the foregoing, Section 4 of the Restricted Stock Unit Agreement dated January 29, 2007 with respect to 25,000 RSUs shall be deemed amended to provide that, should the Company terminate your employment for any reason other than for Cause prior to April 1,

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2009, the 25,000 RSUs granted to you under such agreement shall nevertheless vest, and be converted into an equivalent number of shares of Common Stock that will be immediately distributed to you, on April 1, 2009.  For purposes of the foregoing sentence, “Cause” shall be deemed to refer to any action or conduct committed by you that is referred to in sections 8(a)(i), 8(a)(ii) or 8(a)(iii) of your Service Agreement.

Sincerely,

/s/ David E. Berges

Agreed,

/s/ William Hunt

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EX-99.7

Exhibit 99.7

DATED   FEBRUARY 23       2009
HEXCEL COMPOSITES LIMITED	(1)
and
WILLIAM HUNT	(2)

DEED

THIS DEED is made on February 23, 2009

BETWEEN:

(1)HEXCEL COMPOSITES LIMITED a company registered in England, Company No 3069887) whose principal place of business is at Duxford, Cambridge (“The Company”); and

(2)WILLIAM HUNT of Lynn Wood, Trouthall Lane, Plumley, Knutsford, WA16 9RZ (“The Employee”)

RECITALS:

(A)The Employee entered into a Service Agreement with Ciba-Geigy PLC dated 1 January 1992 (the Service Agreement).  As a result of corporate restructuring the Company became the Employee’s Employer and the parties accept that the Service Agreement applies to the Employee’s employment with the Company.

(B)The Service Agreement provides that the Company and the Employer must give 12 months written notice of termination of employment.

(C)The Service Agreement does not provide for payment in lieu of notice of termination of employment.

(D)The Service Agreement does not provide the Company with the power not to assign the Employee duties during any period of notice.

NOW THIS DEED WITNESSES as follows:

1The Employee agrees that, notwithstanding that the Company:

1.1has not given him 12 months notice of termination of his Employment as set out in the Service Agreement,

1.2will make the Employee a payment in lieu of notice and/ or not assign the Employee duties during any notice period;

and subject to clause 2 of this Deed he is and will remain bound by the restrictions and obligations contained in clauses 6, 7 and 13 of the Service Agreement and for

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the avoidance of doubt the Employee agrees that the Company has the full benefit of covenants and obligations contained in the Service Agreement.

2The parties agree that clause 13 B (iii) of the Service Agreement shall no longer apply.

3This Deed shall be governed by and construed in accordance with English law and by entering into this Deed each party irrevocably submits to the exclusive jurisdiction of the English Courts.

IN WITNESS of the above this Deed has been executed by the parties as a deed on the date stated at the beginning.

Signed as a deed by HEXCEL COMPOSITES LIMITED acting by [a director and its secretary] [two directors]	) )
/s/ Ira J. Krakower
Director
/s/ Wayne C. Pensky
Director/Secretary

Signed by WILLIAM HUNT as a deed in the presence of:	) )	/s/ William Hunt
Witness’ signature:		/s/ Patricia Grant
Witness’ name:		Patricia Grant
Witness’ address:
Witness’ occupation:

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EX-99.8

Exhibit 99.8

News Release

Hexcel Corporation, 281 Tresser Boulevard, Stamford, CT 06901 (203) 969-0666

Hexcel Corporation Announces the Appointment of Mr. Doron D. Grosman as President of Hexcel Corporation

STAMFORD, CT. — February 23, 2009 — Hexcel Corporation (NYSE: HXL) today announced that Mr. Doron D. Grosman has been appointed President effective immediately.  The previous President, William Hunt has elected to retire effective April 1, 2009 and will stay on in an advisory role until that time.

Mr. Grosman, 50, joins Hexcel after serving as President of Quebecor World’s Magazine Printing Solutions Business.  Prior to Quebecor, Mr. Grosman spent five years at American Standard Companies where he led day to day operations and finance in Trane Commercial Air Conditioning, a $4 billion global enterprise.  From 1991 to 2002, Mr. Grosman held a variety of leadership positions in GE Plastics, a $7 billion business group of the General Electric Company, including VP/General Manager of GE’s Petrochemical Business, General Manager of GE Plastics Global Sourcing and General Manager of the Americas Engineering Resins Business as well as assignments in GE’s corporate business development group.  Mr. Grosman joined General Electric after five years with Bain & Company, a business and strategy consulting firm where he served as

a senior engagement manager.  Mr. Grosman, a native of South Africa, earned his MBA from the Harvard Business School, and a Masters in Engineering and a Bachelor of Science in Civil Engineering from the University of Witwatersrand in South Africa.

Mr. David Berges, Chairman & CEO commented, “After over fifty years of service, Bill Hunt has made many lasting contributions to Hexcel.  He played a pivotal role in Hexcel’s strategic development, and we wish him well in retirement.”

Mr. Berges continued, “I am delighted to name Doron Grosman to the position of President.  Doron’s breadth of experience in diverse markets and businesses of various scale, his background as a strategic P&L leader in global chemical businesses, and his supply chain, sourcing and finance expertise will enable him to provide Hexcel with strong leadership in the complex market environment we face.”

* * * * *

Hexcel Corporation is a leading advanced composites company.  It develops, manufactures and markets lightweight, high-performance structural materials, including carbon fibers, reinforcements for composites, prepregs, honeycomb, matrix systems, adhesives and composite structures, used in commercial aerospace, space and defense and industrial applications.

Contacts	Michael W. Bacal
	(203) 352-6826
	michael.bacal@hexcel.com

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EX-99.9

Exhibit 99.9

News Release

Hexcel Corporation, 281 Tresser Boulevard, Stamford, CT 06901 (203) 969-0666

Hexcel Corporation Discloses Terms of Equity Compensation For Its New President

STAMFORD, CT. — February 24, 2009 — Hexcel Corporation (NYSE: HXL) today announced that in connection with the appointment of Mr. Doron D. Grosman as President of Hexcel effective February 23, 2009, he has been granted equity incentives consisting of nonqualified options, restricted stock units and performances shares. Hexcel makes this disclosure pursuant to the Corporate Governance Standards of NYSE Rule 303A.08

Mr. Grosman was awarded 152,857 options at an exercise price of $6.23 per share, which was the closing price of a share of Hexcel common stock on February 23, 2009, and 42,937 restricted stock units. The options and restricted stock units will vest in equal amounts over three years from January 26, 2009.

The number of performance shares that Mr. Grosman will receive is dependent on Hexcel achieving performance measures during 2009-2011 and can range from zero, if below threshold performance, to 85,874 shares at maximum performance. His target share award in each year is

14,312 shares. Mr. Grosman will receive the greater of the aggregate of the awards earned in each of these years based on annual measures established by the compensation committee or the cumulative award based on achievement of a return on invested capital performance measure (RONCE) for the entire period. However, if the aggregate award is greater than the award based on RONCE, but the Company fails to achieve the threshold performance for RONCE, then the aggregate award will be reduced by 25%. The annual performance measures for 2009 are EBIT, net income and cash flow.

All awards will vest on a change in control, but only at the target share award level for the performance shares.   All awards are forfeited if Mr. Grosman is terminated for cause. Generally, if his employment terminates for other reasons Mr. Grosman would retain only those options and restricted stock units that vested prior to termination, and he would receive only a prorated performance share award based on the portion of the performance period he was employed by Hexcel and the company’s actual achievement of the applicable performance measures.

* * * * *

Hexcel Corporation is a leading advanced composites company.  It develops, manufactures and markets lightweight, high-performance structural materials, including carbon fibers, reinforcements for composites, prepregs, honeycomb, matrix systems, adhesives and composite structures, used in commercial aerospace, space and defense and industrial applications.

Contacts	Michael W. Bacal
	(203) 352-6826
	michael.bacal@hexcel.com

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