Common use of Termination of Employment; Change in Control Clause in Contracts

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within the Hexcel Group shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) If the Optionee’s employment with a member of the Hexcel Group is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisable, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if the Optionee’s employment with a member of the Hexcel Group 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 and exercisable) 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 and exercisable, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, the Optionee dies or is terminated by a member of the Hexcel Group following Disability, the Option shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for one year from the date of termination of employment on account of death or following Disability (but not beyond the Term of the Option). (z) Subject to Section 5(c)(ii), if the Optionee’s employment with a member of the Hexcel Group terminates by reason of Retirement, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(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 Option 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).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Corporation and the Subsidiaries shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) If the Optionee’s employment with a member of the Hexcel Group is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisable, shall be automatically terminated as of the date of such termination of employment. Subject to Except as set forth below in this Section 5(c)(ii4(c)(i), if the Optionee’s 's employment with a member of the Hexcel Group Corporation shall terminate other than by reason of Retirement for any reason, (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, a) the Option (to the extent then vested and exercisablevested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The ) and (b) the Option, to the extent not then vested and exercisablevested, shall immediately expire upon such termination. . Notwithstanding the foregoing, (ya) Ifif the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), while employed by a member the Option, whether or not then vested, shall be automatically terminated as of the Hexcel Groupdate of such termination of employment, (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof), the Option shall remain exercisable for three years from the date of such termination of employment (but not beyond the Term of the Option) and (c) if the Optionee dies or is terminated becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a member termination described in clause (a) or (b) of the Hexcel Group following Disabilitythis sentence), the Option shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for may be exercised at any time within one year from after the date of termination of employment on account of Optionee's death or following Disability (but not beyond the Term of the Option). (zii) Subject to Section 5(c)(ii), if If the Optionee’s 's employment with a member of the Hexcel Group terminates by reason of death, Disability, Retirement, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(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 termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall (I) become fully and immediately vested and exercisable exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested 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)exercisable.

Termination of Employment; Change in Control. (ia) For purposes of this Section 4, the grant hereunderterms Cause, any transfer of Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant’s employment by agreement with the Optionee within the Hexcel Group shall not be considered a termination of employment by the applicable member Company, dated as of the Hexcel Groupdate hereof, as amended or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term. (xb) If the OptioneeParticipant’s employment with a member of the Hexcel Group Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (as defined or, in the last Section hereofevent a Change in Control has occurred, the Change in Control Amount), the Optionif any, whether or not then vested and exercisable, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if . (c) If the OptioneeParticipant’s employment with a member of the Hexcel Group shall terminate other than Company is terminated by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Company Without Cause, the Option (to the extent then vested and exercisable) 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 and exercisable, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, the Optionee dies or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before July 8, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a member of the Hexcel Group following DisabilityChange in Control has occurred, the Option Participant shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for one year from be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment. (d) If the Participant’s employment on account with the Company is terminated due to the Participant’s death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from July 9, 2007 to the date of death or following Disability Disability, as the case may be (but not beyond whichever is sooner), and the Term denominator of which thirty-six (36) and (y) 2,500 or (ii) 1,250 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the Optiondeceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant’s employment with the Company is terminated by Participant’s death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant’s termination for death or Disability, 1,250 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment. (ze) Subject In the event of a Change in Control, all Units granted to the Participant pursuant to Section 5(c)(ii)2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the Optionee’s employment with a member consummation of the Hexcel Group terminates by reason of RetirementChange in Control and, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(b) above, and (B) the Option shall expire upon the earlier to occur consummation of the five-year anniversary date Change in Control, shall be converted into such amount of such Retirement and cash, securities or other property (or any combination thereof) received by the expiration stockholders of the TermCompany in connection with the Change in Control (the “Change in Control Amount”). If The Change in Control Amount shall be distributed to the Optionee dies during the five-year period immediately Participant on or promptly following the Retirement of the Optionee, the Option 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)Change in Control Date.

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Corporation and the Subsidiaries shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) employment. If the Optionee’s 's employment with a member of the Hexcel Group Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if If the Optionee’s 's employment with a member of the Hexcel Group Corporation 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 and exercisablevested) 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 and exercisablevested, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, . If the Optionee dies or is terminated becomes Disabled (A) while employed by a member the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Hexcel Group following DisabilityOption). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (IA) become fully and immediately vested and exercisable and (IIB) remain exercisable for one year three years from the date of termination of employment on account of death or following Disability such Retirement (but not beyond the Term of the Option). (zii) Subject to In the event of a Change in Control (as defined in the last Section 5(c)(iihereof), if the Option shall immediately become fully vested and exercisable and the post-termination periods of exercisability set forth in Section 4(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 three years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee’s 's employment with a member of is terminated by the Hexcel Group terminates Company other than by reason of Retirement, (A) the Option shallCause, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(b) above, and Disability or death or (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 terminates the Optionee, 's employment for Good Reason (as defined in the Option 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 Optionlast Section hereof).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Corporation and its Subsidiaries shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) employment. If the Optionee’s 's employment with a member of the Hexcel Group Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if If the Optionee’s 's employment with a member of the Hexcel Group Corporation 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 and exercisablevested) 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 and exercisablevested, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, . If the Optionee dies or is terminated becomes Disabled (A) while employed by a member the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Hexcel Group following DisabilityOption). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (IA) become fully and immediately vested and exercisable and (IIB) remain exercisable for one year three years from the date of termination of employment on account of death or following Disability such Retirement (but not beyond the Term of the Option). (zii) Subject to In the event of a Change in Control (as defined in the last Section 5(c)(iihereof), if 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 three years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee’s 's employment with a member of is terminated by the Hexcel Group terminates Company other than by reason of Retirement, (A) the Option shallCause, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(b) above, and Disability or death or (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 terminates the Optionee, 's employment for Good Reason (as defined in the Option 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 Optionlast Section hereof).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Company and its Subsidiaries shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) employment. If the Optionee’s employment with a member of the Hexcel Group Company is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if If the Optionee’s employment with a member of the Hexcel Group 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 and exercisablevested) 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 and exercisablevested, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, . If the Optionee dies or is terminated becomes Disabled (A) while employed by a member the Company or (B) within 90 days after the termination of the Hexcel Group following Disabilityhis 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 termination of employment on account of death or following Disability (but not beyond the Term of the Option). (z) Subject to Section 5(c)(ii), if . If the Optionee’s employment with a member of the Hexcel Group terminates by reason of Retirement, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(b4(b) above, and (B) the Option shall expire upon the earlier to occur of the five-three year anniversary date of such Retirement and the expiration of the Term. If the Optionee dies during the five-three year period immediately following the Retirement of the Optionee, the Option Options shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for the remainder of the fivethree-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).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Company and its Subsidiaries shall not be considered a termination of employment. Any change in employment by that does not constitute a “separation from service” within the applicable member meaning of Section 1.409A-1(h) of the Hexcel Group. Treasury Regulations (xor 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 a member of the Hexcel Group Company is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if If the Optionee’s employment with a member of the Hexcel Group 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 and exercisablevested) 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 and exercisablevested, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, . If the Optionee dies or is terminated becomes Disabled (A) while employed by a member the Company or (B) within 90 days after the termination of the Hexcel Group following Disabilityhis 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 termination of employment on account of death or following Disability (but not beyond the Term of the Option). (z) Subject to Section 5(c)(ii), if . If the Optionee’s employment with a member of the Hexcel Group terminates by reason of Retirement, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(b4(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 Option 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).

Termination of Employment; Change in Control. (ia) For purposes In the event of the grant hereunder, any transfer of employment by the Optionee within the Hexcel Group shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) If the Optionee’s employment with a member death prior to the end of the Hexcel Group is terminated for Cause Term (as defined in the last Section hereofemployment agreement between the Optionee and the Company, effective as of the Grant Date, or in any successor agreement to such employment agreement (the “Employment Agreement”)), the Option, whether or not then vested unvested and exercisable, shall be automatically terminated as unexercisable portion of the date Option shall immediately vest and become exercisable. The Option shall remain exercisable until the earlier of: (i) end of such termination the day on the third anniversary of employment. Subject to Section 5(c)(ii)the Optionee’s death or (ii) the Scheduled Expiration Date; provided, however, if the Optionee’s employment with death occurs upon or after a member of the Hexcel Group shall terminate other than by reason of Retirement Change in Control (as defined in the last Section hereofPlan), the portion of the Option which was exercisable at the time of the Change in Control or became exercisable upon the Change in Control shall remain exercisable until the Scheduled Expiration Date. (b) Upon the termination of Optionee’s employment with the Company prior to the end of the Term as a result of a Disability (as defined in the last Section hereofEmployment Agreement), death the unvested and unexercisable portion of the Option shall immediately vest and become exercisable. The Option shall remain exercisable until the earlier of: (i) the end of the day on the third anniversary of the termination of the Optionee’s employment or Cause(ii) the Scheduled Expiration Date; provided, however, if the termination of the Optionee’s employment occurs upon or after a Change in Control, the portion of the Option which was exercisable at the time of the Change in Control or became exercisable upon the Change in Control shall remain exercisable until the Scheduled Expiration Date. (to c) In the extent then event of the termination of the Optionee’s employment by the Company for “Cause” or by the Optionee without “Good Reason” (as each such term is defined in the Employment Agreement) before the end of the Term, the unvested and unexercisable portion of the Option shall immediately be forfeited. The vested and exercisable) exercisable portion of the Option 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 and exercisable, shall immediately expire upon such termination, and shall thereafter be forfeited. (yd) If, while employed by a member of Upon the Hexcel Group, the Optionee dies or is terminated by a member of the Hexcel Group following Disability, the Option shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for one year from the date of termination of employment on account of death or following Disability (but not beyond the Term of the Option). (z) Subject to Section 5(c)(ii), if the Optionee’s employment with a member by the Company without Cause or by the Optionee for Good Reason, the unvested and unexercisable portion of the Hexcel Group terminates by reason Option shall immediately vest and become exercisable. The Option shall remain exercisable until the earlier of: (i) end of Retirementthe day of the third anniversary of the termination of the Optionee’s employment or (ii) Scheduled Expiration Date; provided, however, if the termination of the Optionee’s employment occurs upon or after a Change in Control (A) as defined in the Plan), the portion of the Option shall, if not fully vested and which was exercisable at the time of such terminationthe Change in Control or became exercisable upon the Change in Control shall remain exercisable until the Scheduled Expiration Date. (e) In the event of a Change in Control during the Term, 50% of the unvested and unexercisable portion of the Option shall immediately vest and become exercisable, and the aggregate vested and exercisable portion of the Option shall remain exercisable until the Scheduled Expiration Date. For the remaining unvested and unexercisable portion of the Option: (i) if, following the Change in Control, Common Stock continues to be publicly traded (for example, a merger where the Company is the surviving entity), the unvested and unexercisable portion of the Option shall continue to vest and become exercisable as set forth in accordance with Section 5(bsubparagraph (a) aboveof Paragraph 3 of this Agreement; (ii) if, following the Change in Control, Common Stock does not continue to be publicly traded (for example, in a merger whereby the other party is the surviving entity), then, (A) if the transaction is a stock transaction, the unvested and unexercisable portion of the Option shall continue to vest and become exercisable as set forth in subparagraph (a) of Paragraph 3 of this Agreement and shall be converted into an option to purchase the acquirer’s stock according to the exchange ratio set forth in the transaction, or (B) if the transaction is a cash transaction, the unvested and unexercisable portion of the Option shall expire continue to vest and become exercisable as set forth in subparagraph (a) of Paragraph 3 of this Agreement, but upon becoming exercisable, when the earlier Optionee seeks to occur exercise the Option, the Company shall pay the Optionee the corresponding cash value equal to the excess of: (x) the value per share paid in the cash transaction, minus (y) the Exercise Price of the five-year anniversary date Option. (f) In the event of such Retirement and the expiration termination of the Optionee’s employment for any reason after the end of the Term, the unvested and un-exercisable portion of the Option shall immediately be forfeited. If The vested and exercisable portion of the Optionee dies during Option shall remain exercisable until the five-year period immediately following earlier of: (i) end of the Retirement day of the third anniversary on the termination of the Optionee’s employment or (ii) the Scheduled Expiration Date; provided, however, if the termination of the Optionee’s employment occurs upon or after a Change in Control (as defined in the Plan), the portion of the Option which was exercisable at the time of the Change in Control or became exercisable upon the Change in Control shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for until the remainder of the five-year period from the date of Retirement (but not beyond the Term of the Option)Scheduled Expiration Date.

Termination of Employment; Change in Control. (ia) For purposes of the grant hereunder, any transfer of employment by the Optionee Grantee within the Hexcel Group or any other 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 by the applicable member of the Hexcel Group. 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. (xb) If Subject to Section 5(d), if the OptioneeGrantee’s employment with a member of the Hexcel Group is terminated for Cause (as defined in terminates due to death, all Restricted Units shall immediately vest, be converted into RSU Shares and be distributed to the last Section hereof), the Option, whether or not then vested and exercisable, shall be automatically terminated as Grantee’s personal representative within 30 days of the date of such termination of employmenttermination. Subject to Section 5(c)(ii), if If the OptioneeGrantee’s employment with a member of the Hexcel Group shall terminate other than by reason of terminates due to the Grantee’s Retirement (as defined in the last Section hereof), ) or termination by the Hexcel Group following the Grantee’s Disability (as defined in the last Section hereof), death or Cause, the Option all Restricted Units shall continue to vest (and be converted into an equivalent number of RSU Shares that will be distributed to the extent then vested and exercisableGrantee) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option)in accordance with Section 4 above. The Option, to the extent not then vested and exercisable, shall immediately expire upon such termination. (y) If, while employed following ▇▇▇▇▇▇▇’s Retirement or termination by a member of the Hexcel Group, the Optionee dies or is terminated by a member of the Hexcel Group following the Grantee’s Disability, the Option Grantee dies prior to the third anniversary of the Grant Date, then all Restricted Units shall (I) become fully immediately vest, be converted into RSU Shares and immediately vested and exercisable and (II) remain exercisable for one year from be distributed to the Grantee’s personal representative within 30 days of the date of termination of employment on account of death or following Disability (but not beyond the Term of the Option)such death. (zc) Subject to Section 5(c)(ii), if If the OptioneeGrantee’s employment with a member of the Hexcel Group terminates by for any reason of other than due to death, Disability or Retirement, the Grantee shall forfeit all unvested Restricted Units. (Ad) Notwithstanding any other provision contained herein or in the Option shallPlan, if not fully vested and exercisable at in the time event of such termination, continue to vest and become exercisable a Change in accordance with Control (as defined in the last Section 5(b) abovehereof), and (B) provided Grantee has been continuously employed with the Option shall expire upon Hexcel Group from the earlier to occur of Grant Date through 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 Option shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for the remainder of the five-year period from event or has terminated employment prior to the date of such event due to Retirement (but not beyond or termination by the Term Hexcel Group following the Grantee’s Disability, then all Restricted Units shall immediately vest, be converted into RSU Shares and be distributed to the Grantee within 30 days of the Optiondate of such Change in Control. Notwithstanding anything herein to the contrary, the provisions of the Plan applicable to an event described in Article X(d) of the Plan, which would include a Change in Control, shall apply to the Restricted Units and, in such event, the Committee may take such actions as it deemed appropriate pursuant to the Plan, consistent with the requirements of the Applicable Regulations (as defined below).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Company and its Subsidiaries shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) employment. If the Optionee’s employment with a member of the Hexcel Group Company is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if If the Optionee’s employment with a member of the Hexcel Group 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 and exercisablevested) 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 and exercisablevested, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, . If the Optionee dies or is terminated becomes Disabled (A) while employed by a member the Company or (B) within 90 days after the termination of the Hexcel Group following Disabilityhis 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 termination of employment on account of death or following Disability (but not beyond the Term of the Option). (z) Subject to Section 5(c)(ii), if . If the Optionee’s employment with a member of the Hexcel Group terminates by reason of Retirement, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(b4(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 Option 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).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Corporation and its Subsidiaries shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) employment. If the Optionee’s 's employment with a member of the Hexcel Group Corporation is terminated for Cause (as defined in that certain Amended and Restated Employment Agreement, dated as of October 11, 2000, between the Corporation and the Optionee (the "Employment Agreement")), or the Optionee voluntarily terminates his employment with the Corporation other than for Good Reason (as defined in the Employment Agreement), the Optionee shall forfeit the portion of the Option to the extent not yet vested as of the Date of Termination (as defined in the Employment Agreement). The Option, to the extent then vested, in the case of the voluntary termination by the Optionee of his employment with the Company other than for Good Reason shall be exercisable until the third anniversary of the Date of Termination, and in the case of termination of the Optionee's employment for Cause shall be exercisable for a period of ninety (90) days following the Date of Termination. Notwithstanding any other provision contained herein, if the Optionee's employment with the Corporation is involuntarily terminated other than for Cause, the Optionee terminates employment for Good Reason or the Optionee dies or terminates employment due to disability (within the meaning of Section 7(b) of the Employment Agreement), the Option shall become fully and immediately vested and exercisable and shall remain exercisable for the lesser of (A) three years following the Date of Termination, or, if applicable, for three years following the Optionee's death or disability and (B) the remainder of the Term of the Option. (ii) In the event of a Change in Control (as defined in the last Section hereof), the Option, whether or not then vested and exercisable, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if the Optionee’s employment with a member of the Hexcel Group 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 and exercisable) 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 and exercisable, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, the Optionee dies or is terminated by a member of the Hexcel Group following Disability, the Option shall (I) become fully and immediately vested and exercisable and (IIthe post-termination periods of exercisability set forth in Section 4(c)(i) remain exercisable for one year from the date of termination of employment on account of death or following Disability (but not beyond the Term of the Option)hereof shall apply. (z) Subject to Section 5(c)(ii), if the Optionee’s employment with a member of the Hexcel Group terminates by reason of Retirement, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(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 Option 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).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Corporation and the Subsidiaries shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) employment. If the Optionee’s 's employment with a member of the Hexcel Group Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if If the Optionee’s 's employment with a member of the Hexcel Group Corporation 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 and exercisablevested) 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 and exercisablevested, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, . If the Optionee dies or is terminated becomes Disabled (A) while employed by a member the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Hexcel Group following DisabilityOption). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (IA) become fully and immediately vested and exercisable and (IIB) remain exercisable for one year three years from the date of termination of employment on account of death or following Disability such Retirement (but not beyond the Term of the Option). (zii) Subject to In the event of a Change in Control (as defined in the last Section 5(c)(iihereof), if the Option shall immediately become fully vested and exercisable and the post-termination periods of exercisability set forth in Section 4(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 three years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee’s 's employment with a member of is terminated by the Hexcel Group terminates Company other than by reason of Retirement, (A) the Option shallCause, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(b) above, and Disability or death or (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 terminates the Optionee, 's employment for Good Reason (as defined in the Option 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 Optionlast Section hereof).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Corporation and the Subsidiaries shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) employment. If the Optionee’s 's employment with a member of the Hexcel Group Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if If the Optionee’s 's employment with a member of the Hexcel Group Corporation 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 and exercisablevested) 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 and exercisablevested, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, . If the Optionee dies or is terminated becomes Disabled (A) while employed by a member the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Hexcel Group following DisabilityOption). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (IA) become fully and immediately vested and exercisable and (IIB) remain exercisable for one year three years from the date of termination of employment on account of death or following Disability such Retirement (but not beyond the Term of the Option). (zii) Subject to In the event of a Change in Control (as defined in the last Section 5(c)(iihereof), if 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 three years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee’s 's employment with a member of is terminated by the Hexcel Group terminates Company other than by reason of Retirement, (A) the Option shallCause, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(b) above, and Disability or death or (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 terminates the Optionee, 's employment for Good Reason (as defined in the Option 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 Optionlast Section hereof).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Corporation and its Subsidiaries shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) employment. If the Optionee’s 's employment with a member of the Hexcel Group Corporation is terminated for Cause (as defined in the last Section hereofEmployment Agreement), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if If the Optionee’s Optionee terminates his employment with a member of the Hexcel Group shall terminate Corporation other than by reason of Retirement for Good Reason (as defined in the last Section hereofEmployment Agreement), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested and exercisablevested) may be exercised at any time within (A) ninety (90) days after such termination if such termination occurs prior to the fifth anniversary of the Grant Date or (B) three (3) years after such termination if such termination occurs on or after the fifth anniversary of the Grant Date (but, in either case, not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination of employment. Except as provided in Section 4(c)(ii) below, if the Optionee's employment with the Corporation is terminated for any reason other than (A) by the Company for Cause or (B) by the Optionee other than for Good Reason, the Option (to the extent then vested) may be exercised at any time within one (1) year after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested and exercisablevested, shall immediately expire upon such terminationtermination of employment. (yii) If, while employed by In the event of a member of Change in Control (as defined in the Hexcel Group, the Optionee dies or is terminated by a member of the Hexcel Group following DisabilityEmployment Agreement), the Option shall (I) immediately become fully and immediately vested and exercisable and (II) remain exercisable for one year its originally scheduled term, provided that if the Optionee's employment is terminated, 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 three (3) years from the date of such termination of employment on account of death or following Disability employment, if, within two (but not beyond the Term of the Option). (z2) Subject to Section 5(c)(ii), if the Optionee’s employment with years after a member of the Hexcel Group terminates by reason of RetirementChange in Control, (A) the Option shallOptionee's employment is terminated by the Company other than by reason of Cause, if not fully vested and exercisable at Disability (as defined in the time of such termination, continue to vest and become exercisable in accordance with Section 5(bEmployment Agreement) above, and or death or (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 terminates the Optionee, the Option shall (I) become fully and immediately vested and exercisable and (II) remain exercisable 's employment for the remainder of the five-year period from the date of Retirement (but not beyond the Term of the Option)Good Reason.

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Corporation and the Subsidiaries shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) employment. If the Optionee’s 's employment with a member of the Hexcel Group Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if If the Optionee’s 's employment with a member of the Hexcel Group Corporation 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 and exercisablevested) 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 and exercisablevested, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, . If the Optionee dies or is terminated becomes Disabled (A) while employed by a member the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Hexcel Group following DisabilityOption). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (IA) become fully and immediately vested and exercisable and (IIB) remain exercisable for one year three years from the date of termination of employment on account of death or following Disability such Retirement (but not beyond the Term of the Option). (zii) Subject to In the event of a Change in Control (as defined in the last Section 5(c)(iihereof), if 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 three years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee’s 's employment with a member of is terminated by the Hexcel Group terminates Company other than by reason of Retirement, (A) the Option shallCause, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(b) above, and Disability or death or (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 terminates the Optionee, 's employment for Good Reason (as defined in the Option 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 Optionlast Section hereof).. 143

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Company and any of its Subsidiaries or any other change in employment that does not constitute a “separation from service” within the Hexcel Group meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision), shall not be considered a termination of employment by the applicable member Company or a Subsidiary. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Hexcel Group. Treasury Regulations (xor any successor provision) shall be considered a termination of employment. If the Optionee’s employment with the Company or a member of the Hexcel Group Subsidiary is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if the Optionee’s employment with the Company or a member of the Hexcel Group Subsidiary 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 and exercisablevested) 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 and exercisablevested, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, . If the Optionee dies or is terminated becomes Disabled (A) while employed by the Company or Subsidiary or (B) within 90 days after the termination of his or her employment with the Company or a member of the Hexcel Group following DisabilitySubsidiary 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 termination of employment on account of death or following Disability (but not beyond the Term of the Option). (z) . Subject to Section 5(c)(ii), if the Optionee’s employment with the Company or a member of the Hexcel Group Subsidiary terminates by reason of Retirement, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(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 Option 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), provided the Optionee has been continuously employed by the Company and its Subsidiaries from the Grant Date through the date of such Change in Control or has terminated employment prior to the date of such Change in Control due to Retirement, the Option shall immediately become fully vested and exercisable and the post-termination periods of exercisability set forth in Section 5(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 (but not beyond the Term of the Option), 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).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Corporation and the Subsidiaries shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) employment. If the Optionee’s 's employment with a member of the Hexcel Group Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if If the Optionee’s 's employment with a member of the Hexcel Group Corporation shall terminate other than by reason of either Normal or Early 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 and exercisablevested) 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 and exercisablevested, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, . If the Optionee dies or is terminated becomes Disabled (A) while employed by a member the Corporation or (B) within 90 days after the termination of the Hexcel Group following Disabilityhis or her employment other than for Cause or Normal or Early Retirement, the Option shall (Ito the extent then vested) become fully and immediately vested and exercisable and (II) remain exercisable for may be exercised at any time within one year from after the date of termination of employment on account of Optionee's death or following Disability (but not beyond the Term of the Option). (z) Subject . The Option, to Section 5(c)(ii)the extent not then vested, if shall immediately expire upon such death or Disability. If the Optionee’s 's employment with a member of the Hexcel Group terminates by reason of Normal Retirement, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(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 Option shall (IA) become fully and immediately vested and exercisable and (IIB) remain exercisable for the remainder of the five-year period three years from the date of such Normal Retirement (but not beyond the Term of the Option). If the Optionee's employment terminates by reason of Early Retirement, the Option (to the extent then vested) may be exercised at any time within three years 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. (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(d)(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 three years from the date of such termination of employment, if, within two years after the Change in Control, (A) the Optionee's employment is terminated by the Company without Cause or (B) the Optionee terminates the Optionee's employment for Good Reason (as defined in the last Section hereof). 5.

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Company and its Subsidiaries shall not be considered a termination of employment. Any change in employment by that does not constitute a “separation from service” within the applicable member meaning of Section 1.409A-1(h) of the Hexcel Group. Treasury Regulations (xor 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 a member of the Hexcel Group Company is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if If the Optionee’s employment with a member of the Hexcel Group 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 and exercisablevested) 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 and exercisablevested, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, . If the Optionee dies or is terminated becomes Disabled (A) while employed by a member the Company or (B) within 90 days after the termination of the Hexcel Group following Disabilityhis 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 termination of employment on account of death or following Disability (but not beyond the Term of the Option). (z) Subject to Section 5(c)(ii), if . If the Optionee’s employment with a member of the Hexcel Group terminates by reason of Retirement, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(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 Option 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 5(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).

Termination of Employment; Change in Control. Notwithstanding the vesting provisions set forth in Section 2 of this Agreement, a. in the event of (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within the Hexcel Group shall not be considered a voluntary termination of employment by the applicable member Participant as the Chief Executive Officer of the Hexcel GroupCompany or (ii) if the Participant’s employment as the Chief Executive Officer of the Company is terminated by the Company for any reason, except as set forth in Section 5(c)-(b) of this Agreement, then all unvested portions of the SAR shall automatically be forfeited by the Participant and cancelled by the Company without payment of any consideration. Any vested portion of the SAR shall remain exercisable until the earlier of (A) 30 days following such termination of employment with the Company or (B) the Expiration Date. (x) If b. in the Optioneeevent the Participant’s employment with a member as the Chief Executive Officer of the Hexcel Group Company is terminated by the Company for Cause (as defined in the last Section hereofPlan), the Optionthis SAR, whether or not then vested and exercisableto the extent not therefore exercised, shall automatically be automatically terminated forfeited by the Participant and cancelled by the Company without payment of any consideration. c. in the event that the Participant ceases to be the Chief Executive Officer of the Company due to death or Disability (as defined in the Plan), then the portion of the SAR that would have vested within the twelve (12) months following the date of such termination of employment. Subject to Section 5(c)(ii)employment shall become immediately vested and exercisable, if the Optionee’s employment with a member and all vested and unexercised portions of the Hexcel Group SAR shall terminate other than remain exercisable until the earlier of (A) twelve (12) months after the date of such death or Disability or (B) the Expiration Date. All unvested portions of the SAR that do not vest in connection with such termination of employment shall automatically be forfeited by the Participant and cancelled by the Company without payment of any consideration. During the period after death, the SAR may, to the extent vested and unexercised, be exercised by the person or persons to whom the Participant’s rights under the SAR granted hereby shall pass by any reason of Retirement the death of the Participant, whether by will or by the applicable laws of descent and distribution. d. in the event of a Change in Control (as defined in the last Section hereof), Disability (Plan) while the Participant is employed as defined in the last Section hereof), death or CauseChief Executive Officer of the Company, the Option (to the extent then vested and exercisable) 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 and exercisable, following treatment shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, the Optionee dies or is terminated by a member of the Hexcel Group following Disability, the Option shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for one year from the date of termination of employment on account of death or following Disability (but not beyond the Term of the Option). (z) Subject to Section 5(c)(ii), if the Optionee’s employment with a member of the Hexcel Group terminates by reason of Retirement, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(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 Option 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).apply:

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Corporation and the Subsidiaries shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) employment. If the Optionee’s 's employment with a member of the Hexcel Group Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if If the Optionee’s 's employment with a member of the Hexcel Group Corporation shall terminate other than by reason of either Normal or Early 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 and exercisablevested) 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 and exercisablevested, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, . If the Optionee dies or is terminated becomes Disabled (A) while employed by a member the Corporation or (B) within 90 days after the termination of the Hexcel Group following Disabilityhis or her employment other than for Cause or Normal or Early Retirement, the Option shall (Ito the extent then vested) become fully and immediately vested and exercisable and (II) remain exercisable for may be exercised at any time within one year from after the date of termination of employment on account of Optionee's death or following Disability (but not beyond the Term of the Option). (z) Subject . The Option, to Section 5(c)(ii)the extent not then vested, if shall immediately expire upon such death or Disability. If the Optionee’s 's employment with a member of the Hexcel Group terminates by reason of Normal Retirement, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(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 Option shall (IA) become fully and immediately vested and exercisable and (IIB) remain exercisable for the remainder of the five-year period three years from the date of such Normal Retirement (but not beyond the Term of the Option). If the Optionee's employment terminates by reason of Early Retirement, the Option (to the extent then vested) may be exercised at any time within three years 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. (ii) In the event of a Change in Control (as defined inthe last Section hereof), the Option shall immediately become fully vested and exercisable and the post-termination periods of exercisability set forth in Section 4(d)(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 three years from the date of such termination of employment, if, within two years after the Change in Control, (A) the Optionee's employment is terminated by the Company without Cause or (B) the Optionee terminates the Optionee's employment for Good Reason (as defined in the last Section hereof).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within the Hexcel Group or any other 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 by the applicable member of the Hexcel Group. 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. (x) If the Optionee’s employment with a member of the Hexcel Group is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if the Optionee’s employment with a member of the Hexcel Group 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 and exercisablevested) 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 and exercisablevested, shall immediately expire upon such termination. (y) If, If (A) while employed by a member of the Hexcel Group, the Optionee dies or is terminated by a member of the Hexcel Group following Disabilityfor Disability or (B) the Optionee becomes Disabled within 90 days after the termination of his or her employment with a member of the Hexcel Group 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 termination of employment on account of death or following Disability (but not beyond the Term of the Option). (z) Subject to Section 5(c)(ii), if the Optionee’s employment with a member of the Hexcel Group terminates by reason of Retirement, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(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 Option 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), provided the Optionee has been continuously employed by the Hexcel Group from the Grant Date through the date of such Change in Control or has terminated employment prior to the date of such Change in Control due to Retirement, the Option shall immediately become fully vested and exercisable.

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Company and its Subsidiaries shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) employment. If the Optionee’s employment with a member of the Hexcel Group Company is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if If the Optionee’s employment with a member of the Hexcel Group 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 and exercisablevested) 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 and exercisablevested, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, . If the Optionee dies or is terminated becomes Disabled (A) while employed by a member the Company or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee’s death or Disability (but not beyond the Term of the Hexcel Group following DisabilityOption). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee’s employment terminates by reason of Retirement, the Option shall (IA) become fully and immediately vested and exercisable and (IIB) remain exercisable for one year three years from the date of termination of employment on account of death or following Disability such Retirement (but not beyond the Term of the Option). (zii) Subject to In the event of a Change in Control (as defined in the last Section 5(c)(iihereof), if 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 three years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee’s employment with a member of is terminated by the Hexcel Group terminates Company other than by reason of Retirement, (A) the Option shallCause, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(b) above, and Disability or death or (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 terminates the Optionee, ’s employment for Good Reason (as defined in the Option 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 Optionlast Section hereof).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Corporation and the Subsidiaries shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) employment. If the Optionee’s 's employment with a member of the Hexcel Group Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if If the Optionee’s 's employment with a member of the Hexcel Group Corporation 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 and exercisablevested) 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 and exercisablevested, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, . If the Optionee dies or is terminated becomes Disabled (A) while employed by a member the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Hexcel Group following DisabilityOption). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (IA) become fully and immediately vested and exercisable and (IIB) remain exercisable for one year three years from the date of termination of employment on account of death or following Disability such Retirement (but not beyond the Term of the Option). (zii) Subject to In the event of a Change in Control (as defined in the last Section 5(c)(iihereof), if 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 three years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee’s 's employment with a member of is terminated by the Hexcel Group terminates Company other than by reason of Retirement, (A) the Option shallCause, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(b) above, and Disability or death or (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 terminates the Optionee, 's employment for Good Reason (as defined in the Option 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 Optionlast Section hereof).. 133

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within among the Hexcel Group Company and its Subsidiaries shall not be considered a termination of employment. Any change in employment by that does not constitute a “separation from service” within the applicable member meaning of Section 1.409A-1(h) of the Hexcel Group. Treasury Regulations (xor 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 a member of the Hexcel Group Company is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisablevested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if If the Optionee’s employment with a member of the Hexcel Group 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 and exercisablevested) 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 and exercisablevested, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, . If the Optionee dies or is terminated becomes Disabled (A) while employed by a member the Company or (B) within 90 days after the termination of the Hexcel Group following Disabilityhis 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 termination of employment on account of death or following Disability (but not beyond the Term of the Option). (z) Subject to Section 5(c)(ii), if . If the Optionee’s employment with a member of the Hexcel Group terminates by reason of Retirement, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(b4(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 Option 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 5(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, the Optionee’s employment is terminated by the Company other than by reason of Retirement, Cause, Disability or death.