Exhibit 10.3
OFFICER SEVERANCE AGREEMENT
This OFFICER SEVERANCE AGREEMENT (this “Severance Agreement”) between HEXCEL CORPORATION, a Delaware corporation with offices in Stamford, Connecticut (the “Company”), and Thomas C. Gentile III (the “Officer”), dated April 9, 2024, shall become effective on May 1, 2024 (the “Effective Date”) (except that Section 7 shall become effective on the date hereof). This Severance Agreement, together with the Offer Letter between the Company and the Officer, dated April 9, 2024, shall constitute the “Agreement.”
WHEREAS, the Company is engaged in the business of developing, manufacturing and marketing carbon fibers, structural reinforcements, honeycomb structures, resins, and a variety of high-performance composite materials and parts therefrom for the commercial aerospace, space and defense, recreation and industrial markets throughout the world, and hereafter may engage in other areas of business (collectively, the “Business”);
WHEREAS, the Officer, as a result of training, expertise and personal application over the years, has acquired and will continue to acquire considerable and unique expertise and knowledge which are of substantial value to the Company in the conduct, management and operation of the Business;
WHEREAS, the Company is willing to provide the Officer with certain benefits in the event of the termination of the Officer’s employment with the Company, including in the event of a Change in Control (as hereinafter defined); and
WHEREAS, the Officer, in consideration of receiving such benefits from the Company, is willing to afford certain protection to the Company in regard to the confidentiality of its information, ownership of inventions and competitive activities.
NOW, THEREFORE, in consideration of the mutual covenants of the Officer and the Company and of the Officer’s continued employment with the Company, the parties agree as follows:
The Officer shall be deemed to have waived any assertion of Good Reason unless the Officer shall have delivered a notice of termination to the Company, as provided in Section 2.d hereof, specifying the reasons therefor, within 20 days after the effective date of such event. The Company shall have 30 days from the receipt of such notice to cure, rescind or reverse the effect of such event and, upon doing so, both the grounds for Good Reason and the Officer’s notice of termination automatically shall be deemed void with retroactive effect; provided that if the Company does not cure such event within such 30 day period, the Officer shall be able to terminate on account of Good Reason by providing written notice to the Company that the Officer is resigning on account of Good Reason within 30 days following the expiration of such cure period and if no notice is provided by the Officer within such 30 day period, Officer shall be deemed to have waived his right to resign on account of Good Reason.
No act, or failure to act, on the Officer’s part shall be considered “willful” (1) unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Company, or (2) if done, or omitted to be done, based on good faith reliance upon the advice of the Company’s legal counsel. The Officer shall not be deemed to have been terminated for Cause without delivery to the Officer of a written notice of termination from the Board specifying the grounds for Cause.
The term “Average Annual Bonus” shall mean the average of the last three annual bonus amounts earned by the Officer under the Company’s Management Incentive Compensation Plan (as may be amended hereafter, the “MICP”) for the last three plan years completed prior to the Date of Termination or, if the Officer has not participated in the MICP for three completed annual award periods, the average of the annual amounts earned for the completed annual award period(s); provided that if the Date of Termination is prior to the completion of the first annual award period, “Average Annual Bonus” shall mean an amount equal to the Officer’s MICP cash target award opportunity; and provided further that any award for the plan year during which the Date of Termination occurs shall not be used in computing Average Annual Bonus.
The severance benefits that are payable pursuant to this Section 3.c shall be paid to the Officer within 60 days following the Officer’s Date of Termination, except as otherwise provided in Sections 3.d or 17 below.
If to the Officer:
At the address on file with the Company
If to the Company:
Hexcel Corporation
281 Tresser Blvd.
Stamford, CT 06901-3238
Attn: General Counsel
or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
IN WITNESS WHEREOF, the parties have executed this Severance Agreement as of the date and year first above written.
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| Hexcel Corporation /s/ Gina Fitzsimons |
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| By: Gina Fitzsimons |
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| Title: Executive Vice President, Chief Human Resources Officer /s/ Thomas C. Gentile | |
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| Thomas C. Gentile |
ANNEX A
Form of Release
ANNEX B
Additional Termination Benefits
ANNEX C
Indemnification Agreement