Exhibit 4.4
EMPLOYEE OPTION AGREEMENT
UNDER THE
HEXCEL CORPORATION 1998 BROAD BASED INCENTIVE STOCK PLAN
EMPLOYEE OPTION AGREEMENT, dated as of the Grant Date, by and between the
Optionee and Hexcel Corporation (the "Corporation").
W I T N E S S E T H:
WHEREAS, the Corporation has adopted the Hexcel Corporation 1998
Broad Based Incentive Stock Plan (the "Plan"); and
WHEREAS, the Executive Compensation Committee (the "Committee") of the
Board of Directors of the Corporation (the "Board") has determined that it
is desirable and in the best interest of the Corporation to grant to the
Optionee a stock option as an incentive for the Optionee to advance the
interests of the Corporation;
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 constitutes an Award within the meaning of the Plan.
2. Grant of Option. Pursuant to the Plan and subject to the terms and
conditions set forth herein and therein, the Corporation hereby grants to
the Optionee the right and option (the "Option") to purchase all or any
part of the Option Shares of the Corporation'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").
3. Purchase Price. The purchase price per share of the Option Shares
shall be the Purchase Price.
4. Term 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 the
Grant Date.
(c) Termination of Employment; Change in Control.
(i) For purposes of the grant hereunder, any transfer of employment
by the Optionee among the Corporation and the Subsidiaries shall not
be considered a termination of employment. If the Optionee's
employment with the Corporation 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 Corporation shall terminate
other than by reason of disability (within the meaning of the
Corporation's then current long term disability plan), 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 is disabled (A) while employed by the
Corporation or (B) within 90 days after the termination of his or her
employment other than for Cause, the Option (to the extent then
vested) may be exercised at any time within 365 days after the
Optionee's death or disability (but not beyond the Term of the
Option). The Option, to the extent not then vested, shall immediately
expire upon such death or disability.
(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.
5. Adjustment Upon Changes in Capitalization.
(a) The aggregate number of Option Shares and the Purchase Price
shall be appropriately 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 Corporation, 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 Corporation.
(b) Any adjustment under this Section 5 in the number of Option
Shares and the Purchase Price 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 Corporation 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 Corporation, or by money transfers or direct
account debits to an account designated by the Corporation; (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 Corporation; or (iv) by any combination of the
methods described in (i) through (iii) above.
(b) The Corporation'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 and local withholding tax,
if any. The Corporation 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 or local taxes required to be withheld
with respect to such payment.
7. Transfer. 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.
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. No Right to Employment. Nothing contained herein shall be deemed to
confer upon the Optionee any right to remain as an employee of the
Corporation.
10. 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.
11. Resolution of Disputes. Any disputes arising under or in connection
with this Employee Option Agreement shall be resolved by binding
arbitration before a single arbitrator, to be held in New York 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; provided, however, that the cost of the arbitration,
including without limitation, reasonable attorneys' fees of the Optionee,
shall be borne by the Corporation in the event the Optionee is the
prevailing party in the 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.
12. 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 Corporation, or to the Corporation, Attention: Corporate
Secretary, or such other address as the Corporation may designate in
writing to the Optionee.
13. 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.
14. 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.
15. 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.
16. Definitions. For purposes of this Employee Option Agreement:
(I) the term "Beneficial Owner" (and variants thereof) shall have the
meaning given in Rule 13d-3 promulgated under the Exchange Act (as
defined in this Section);
(II) the term "Cause" shall mean any (A) willful and continued
failure by the Optionee to obey the reasonable instructions of a
person to whom he reports, (B) willful and continued neglect by the
Optionee of his duties and obligations as an employee of the
Corporation or (C) willful misconduct of the Optionee or other
actions in bad faith by the Optionee which are to the detriment of
the Corporation including, without limitation, conviction of a
felony, embezzlement or misappropriation of funds or conviction of
any act of fraud. For purposes of the foregoing, no act or failure to
act on the Optionee's part shall be deemed "willful" unless done, or
omitted to be done, by the Optionee not in good faith and without the
reasonable belief that the Optionee's act, or failure to act, was in
the best interest of the Corporation.
(III) the term "Change in Control" shall mean any of the following
events:
(1)(a) any Person (as defined in this Section) is or
becomes the Beneficial Owner of 20% or more of either (i) the
then outstanding Common Stock of the Corporation (the
"Outstanding Common Stock") or (ii) the combined voting power
of the then outstanding securities entitled to vote generally
in the election of directors of the Corporation (the "Total
Voting Power"); excluding, however, the following: (A) any
acquisition by the Corporation or any of its affiliates or (B)
any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Corporation or any of its
affiliates and (b) Ciba (as defined in this Section)
beneficially owns, in the aggregate, a lesser percentage of the
Total Voting Power than such Person beneficially owns; or
(2) a change in the composition of the Board such that the
individuals who, as of the effective date of this Employee
Option 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
Corporation's stockholders, was made or approved pursuant to
the Governance Agreement (as defined in this Section) or 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 a member of the
Incumbent Board; 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 a member of the Incumbent Board; or
(3) the approval by the stockholders of the Corporation
of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Corporation ("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 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
corporation which as a result of such transaction owns the
Corporation or all or substantially all of the Corporation'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, or (b) after which no Person beneficially owns a
greater percentage of the combined voting power of the then
outstanding securities entitled to vote generally in the
election of directors of such corporation than does Ciba; or
(4) Ciba shall become the Beneficial Owner of more than
57.5% of the Total Voting Power; or
(5) the approval by the stockholders of the Corporation
of a complete liquidation or dissolution of the Corporation.
(IV) the term "Ciba" shall mean Ciba-Geigy Limited, a Swiss
corporation, or such corporation or corporations as are substituted
for Ciba-Geigy Limited, together with their respective affiliates and
any former affiliates holding Corporation voting securities pursuant
to Section 4.01(b) of the Governance Agreement;
(V) the term "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time;
(VI) the term "Governance Agreement" shall have the meaning given in
the Strategic Alliance Agreement (as defined in this Section);
(VII) the term "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, but excluding Ciba for so long as Ciba
is subject to the restrictions imposed by the Governance Agreement;
and
(VIII) the term "Strategic Alliance Agreement" shall mean the
Strategic Alliance Agreement among the Corporation, Ciba-Geigy
Limited and Ciba-Geigy Corporation, dated as of September 29, 1995,
as amended.
Annex A
NOTICE OF GRANT
EMPLOYEE STOCK OPTION
HEXCEL CORPORATION 1998 BROAD BASED INCENTIVE STOCK PLAN
The following employee of Hexcel Corporation, a Delaware corporation
("Hexcel") 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
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Address of Optionee
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Employee Number
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Employee ID Number
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Foreign Sub Plan, if applicable
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Grant Date
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Purchase Price
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Aggregate Number of Shares
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Granted (the "Option Shares")
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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.
________________________ HEXCEL CORPORATION
Optionee
By: __________________________
Name: ________________________
Title: _______________________