Exhibit 99.1
Hexcel Corporation
281 Tresser Blvd
Stamford, CT 06901
April 27, 2007
Mr. Stephen C. Forsyth
321 Blackberry Drive
Stamford, CT 06903
Re: Resignation from Hexcel Corporation (the “Company”)
Dear Stephen:
As we discussed, the Company is willing to extend the exercisability of your vested options in connection with your resignation if you agree, subject to certain exceptions, not to solicit our employees for a period of two years.
In particular, the Company agrees that all options to purchase Hexcel common stock granted to you under the Hexcel Corporation 2003 Incentive Stock Plan that are outstanding on April 27, 2007, to the extent such options are vested on such date, shall remain outstanding and exercisable until December 31, 2007. These options are listed on Schedule A attached to this letter.
In return, you agree that prior to April 27, 2009 you will not, directly or indirectly, engage in soliciting for employment, or in hiring, by your new employer (including any subsidiary or successor entity), any officer, director or management level employee of the Company (including any subsidiary or successor entity), except that you shall not be precluded from engaging in soliciting or hiring any person who (i) initiates discussions with your new employer regarding such employment without any direct or indirect solicitation by you, (ii) has been terminated by the Company or any subsidiary prior to commencement of employment discussions with you or (iii) is identified as the result of a general solicitation or broad-based executive search not targeted to evade the provisions of this paragraph.
You further agree that in the event of any breach of this letter agreement by you before December 31, 2007, the Company will have the right to reduce the exercisability period of any unexercised options on Schedule A to the end of the third trading day after the Company notifies you in writing of such breach, even if the new expiration date is within the exercisability period that applied prior to the extension of the options granted pursuant to this letter.
If you agree with the foregoing, please sign this letter in the space provided below.
| Very truly yours, |
| |
| /s/ DAVID E. BERGES | |
| D.E. Berges |
| Chairman, CEO |
| |
| |
Accepted and Agreed: | |
| |
/s/ STEPHEN C. FORSYTH | | |
Stephen C. Forsyth | |
| | | |
Schedule A
Grant Date | | Price | | Total Number of
Outstanding Shares
Underlying Option | | Outstanding Shares
Underlying Option that are
Vested as of April 27, 2007 | |
02/07/2006 | | | $ | 22.00 | | | | 22,261 | | | | 7,421 | | |
01/06/2005 | | | $ | 14.51 | | | | 33,068 | | | | 22,046 | | |
01/06/2004 | | | $ | 7.38 | | | | 58,404 | | | | 58,404 | | |
01/06/2003 | | | $ | 3.13 | | | | 33,000 | | | | 33,000 | | |
12/20/2000 | | | $ | 11.00 | | | | 50,000 | | | | 50,000 | | |
12/20/2000 | | | $ | 9.9375 | | | | 38,400 | | | | 38,400 | | |
12/02/1999 | | | $ | 5.75 | | | | 51,000 | | | | 51,000 | | |
12/02/1999 | | | $ | 5.75 | | | | 35,000 | | | | 35,000 | | |
02/03/1999 | | | $ | 9.0625 | | | | 4,159 | | | | 4,159 | | |
10/30/1998 | | | $ | 12.00 | | | | 152,000 | | | | 152,000 | | |
10/13/1998 | | | $ | 8.75 | | | | 29,400 | | | | 29,400 | | |
01/02/1998 | | | $ | 24.00 | | | | 12,800 | | | | 12,800 | | |
