Form of Restricted Stock Unit Agreement for Non-Employee Directors (2024 Deferred Annual Grant)
Exhibit 10.39
RESTRICTED STOCK UNIT AGREEMENT
for
Non-Employee Directors
RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date, by and between the Grantee identified on Annex A hereto and Hexcel Corporation (the "Company").
WI T N E S S E T H:
WHEREAS, the Company has adopted the Hexcel Corporation 2013 Incentive Stock Plan (the "Plan");
WHEREAS, the Board of Directors of the Company (the "Board") has determined that it is desirable and in the best interests of the Company to grant to the Grantee restricted stock units (“RSUs”) as an incentive for the Grantee to advance the interests of the Company; and
WHEREAS, the Grantee previously made an election to receive the Grantee’s 2023 annual director grant at the time described herein.
NOW, THEREFORE, the parties agree as follows:
(a) No Ownership. Each RSU shall convert into one share of the Company’s common stock, $.01 par value per share (the “Common Stock”). The Grantee shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in shares of the Common Stock in respect of the RSUs until such RSUs have vested and been distributed to the Grantee in the form of shares of Common Stock.
(b) Dividend Equivalents. Should any dividends be declared and paid with respect to the shares of Common Stock during the period the RSUs are outstanding (i.e., shares of Common Stock issuable under the RSUs are not issued and outstanding for purposes of entitlement to the dividend), the Company shall credit to a dividend equivalent bookkeeping account (the “Dividend Equivalent Account”) the value of the dividends that would have been paid if the outstanding RSUs at the time of the declaration of the dividend were outstanding shares of Common Stock. At the same time that the corresponding RSUs are converted to shares of Common Stock and distributed to the Grantee as set forth in the earliest of Section 2(g) below, the Company shall pay to the Grantee a lump sum cash payment equal to the value of the dividends credited to the Grantee’s Dividend Equivalent Account that correspond to such RSUs; provided, however, that any dividends that were credited to the Grantee’s Dividend Equivalent Account that are attributable to RSUs that have been forfeited as provided in this Agreement shall be forfeited and not payable to the Grantee. No interest shall accrue on any dividend equivalents credited to the Grantee’s Dividend Equivalent Account.
(c) Transfer of RSUs. The RSUs may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution. Any attempt to transfer RSUs in contravention of this Section is void ab initio. RSUs shall not be subject to execution, attachment or other process.
(d) Vesting of RSUs. Subject to Sections 2(e) and 2(f), the RSUs shall vest on the first to occur of (i) the first anniversary of the Grant Date, and (ii) the date immediately prior to the next Annual Meeting of Stockholders following the Grant Date (the earlier of such dates being the “Specified Date”), and shall be converted into an equivalent number of shares of Common Stock at the time provided in Section 2(g).
(e) Separation from Service.
(i) If the Grantee separates from service with the Company prior to the Specified Date for any reason other than death, disability or Cause, then the Grantee shall forfeit all RSUs which have not yet become vested as of the date the Grantee separated from service with the Company.
(ii) In the event the Grantee separates from service with the Company prior to the Specified Date because of the Grantee’s death or disability, all RSUs shall vest, be converted into an equivalent number of shares of Common Stock and be distributed to the Grantee at the time provided in Section 2(g) below.
(iii) In the event the Grantee separates from service with the Company for Cause, then the Grantee shall forfeit all RSUs, whether or not vested.
(f) Change in Control. In the event of a Change in Control (as defined below) prior to the occurrence of the Specified Date and separation from service, all RSUs shall immediately vest, and shall be converted into shares of Common Stock and be distributed to the Grantee at the time provided in Section 2(g) below.
(g) Conversion of RSUs. Subject to Section 2(h) below, vested RSUs shall be converted into shares of Common Stock and be distributed to the Grantee within 30 days following the earlier of (i) “separation from service” or (ii) Change in Control. “Separation from service” (and variations thereof) shall, for all purposes of this Agreement, have the meaning given in Section 1.409A-1(h) of the Treasury Regulations (or any successor provision).
(h) Specified Employee. Notwithstanding anything in Section 2(g) to the contrary, if the Grantee is a “specified employee” within the meaning of Treasury Regulation 1.409A-1(i) as of the date of his or her separation from service with the Company, then no RSUs convertible on account of the Grantee’s separation from service that constitute deferred compensation subject to section 409A of the Internal Revenue Code of 1986, as amended, shall be converted into shares of Common Stock or distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s separation from service and (ii) the date of the Grantee’s death.
(IV) "Change in Control" shall mean any of the following events:
(1) any Person is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of either (A) the combined fair market value of the then outstanding stock of the Company (the “Total Fair Market Value”) or (B) the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company (the “Total Voting Power”); excluding, however, the following: (a) any acquisition by the Company or any of its Controlled Affiliates, (b) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Controlled Affiliates, (c) any Person who becomes such a Beneficial Owner in connection with a transaction described in the exclusion within paragraph (4) below and (d) any acquisition of additional stock or securities by a Person who owns more than 50% of the Total Fair Market Value or Total Voting Power of the Company immediately prior to such acquisition; or
(2) any Person is or becomes the Beneficial Owner, directly or Indirectly, of securities of the Company that, together with any securities acquired directly or indirectly by such Person within the immediately preceding twelve-consecutive month period, represent 40% or more of the Total Voting Power of the Company; excluding, however, any acquisition described in subclauses (a) through (d) of subsection (1) above; or
(3) a change in the composition of the Board such that the individuals who, as of the effective date of this Agreement, constitute the Board (such individuals shall be hereinafter referred to as the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this definition, that any individual who becomes a director subsequent to such effective date, whose election, or nomination for election by the Company’s stockholders, was made or approved by a vote of at least a majority of the Incumbent Directors (or directors whose election or nomination for election was previously so approved) shall be considered an Incumbent Director; but, provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person or legal entity other than the Board shall not be considered an Incumbent Director; provided finally, however, that, as of any time, any member of the Board who has been a director for at least twelve consecutive months immediately prior to such time shall be considered an Incumbent Director for purposes of this definition, other than for the purpose of the first proviso of this definition; or
(4) there is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary of the Company or a sale or other disposition of all or substantially all of the assets of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction (A) pursuant to which all or substantially all of the individuals and entities who are the Beneficial Owners, respectively, of the outstanding Common Stock of the Company and Total Voting Power
immediately prior to such Corporate Transaction will Beneficially Own, directly or indirectly, more than 50%, respectively, of the outstanding common stock and the combined voting power of the then outstanding common stock and the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the company resulting from such Corporate Transaction (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Corporate Transaction of the Outstanding Common Stock and Total Voting Power, as the case may be, and (B) immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the company resulting from such Corporate Transaction (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries);
provided, however, that notwithstanding anything to the contrary in subsections (1) through (4) above, an event which does not constitute a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, each as defined in Section 1.409A-3(i)(5) of the Treasury Regulations (or any successor provision), shall not be considered a Change in Control for purposes of this Agreement.
(V) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) of the Exchange Act and, only to the extent such meaning is more restrictive than the meaning given in Section 3(a)(9) of the Exchange Act (as modified as above), the meaning determined in accordance with Sections 1.409A-3(i)(5)(v)(B), (vi)(D) or (vii)(C) of the Treasury Regulations (or any successor provisions), as applicable.
(VI) “Subsidiary” shall mean any “subsidiary” of the Company within the meaning of Rule 405 under the Securities Act.
Annex A
NOTICE OF GRANT
RESTRICTED STOCK UNIT AGREEMENT
HEXCEL CORPORATION 2013 INCENTIVE STOCK PLAN
The following member of the Board of Directors of Hexcel Corporation, a Delaware corporation, has been granted Restricted Stock Units in accordance with the terms of this Notice of Grant and the Restricted Stock Unit Agreement to which this Notice of Grant is attached.
The terms below shall have the meanings ascribed to them below when used in the Restricted Stock Unit Agreement.
Grantee | Participant Name |
Grant Date | Grant Date |
Aggregate Number of RSUs Granted | Number of Awards Granted |
IN WITNESS WHEREOF, the parties hereby agree to the terms of this Notice of Grant and the Restricted Stock Unit Agreement to which this Notice of Grant is attached and execute this Notice of Grant and Restricted Stock Unit Agreement as of the Grant Date.
___________________________ HEXCEL CORPORATION
Grantee
By: _________________________
Gail E. Lehman
Executive Vice President, General Counsel and Secretary