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EXHIBIT 10.4(c)
HEXCEL CORPORATION
1998 BROAD BASED INCENTIVE STOCK PLAN
AS AMENDED FEBRUARY 3, 2000 AND FEBRUARY 1, 2001 AND
FURTHER AMENDED JANUARY 10, 2002
I. PURPOSE
This is the Hexcel Corporation 1998 Broad Based Incentive Stock Plan (the
"Plan"). The Plan is intended to attract, retain and provide incentives to
officers, Directors and a broad base of Employees and consultants of the
Corporation, and to thereby increase overall stockholders' value. The Plan
generally provides for the granting of stock, stock options, stock appreciation
rights, restricted shares, other stock-based awards or any combination of the
foregoing to the eligible participants.
II. DEFINITIONS
(a) "Award" includes, without limitation, stock options with or without
stock appreciation rights, dividend equivalent rights, stock awards,
restricted share awards, or other awards that are valued in whole or in
part by reference to, or are otherwise based on, the Common Stock ("other
Common Stock-based Awards"), all on a stand-alone, combination or tandem
basis, as described in or granted under this Plan.
(b) "Award Agreement" means a written agreement setting forth the terms
and conditions of each Award made under this Plan.
(c) "Board" means the Board of Directors of the Corporation.
(d) "Committee" means the Compensation Committee of the Board or such
other committee of the Board as may be designated by the Board from time
to time to administer this Plan.
(e) "Common Stock" means the $.01 par value common stock of the
Corporation.
(f) "Corporation" means Hexcel Corporation, a Delaware corporation.
(g) "Director" shall mean a member of the Board.
(h) "Employee" means an employee of the Corporation or a Subsidiary.
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(i) "Fair Market Value" means the closing price for the Common Stock as
reported in publications of general circulation from the New York Stock
Exchange Consolidated Transactions Tape on such date, or, if there were no
sales on the valuation date, on the next preceding date on which such
closing price was recorded; provided, however, that the Committee may
specify some other definition of Fair Market Value in good faith with
respect to any particular Award.
(j) "Participant" means a Director, Employee or consultant who has been
granted an Award under the Plan.
(k) "Subsidiary" means any corporation or other entity, whether domestic
or foreign, in which the Corporation has or obtains, directly or
indirectly, a proprietary interest of more than 50% by reason of stock
ownership or otherwise.
III. ELIGIBILITY
Any Director, Employee or consultant of the Corporation or a Subsidiary
selected by the Committee is eligible to receive an Award pursuant to the Plan.
Notwithstanding the foregoing, no grant shall be made to an officer or Director
unless, after giving effect to such grant, at least a majority of the shares of
stock and shares of stock underlying options awarded under the Plan during the
three year period ending on the date of such grant will have been awarded to
Employees who are not officers or Directors.
IV. PLAN ADMINISTRATION
(a) Except as otherwise determined by the Board, the Plan shall be
administered by the Committee. The Board, or the Committee to the extent
determined by the Board, shall periodically make determinations with
respect to the participation of Directors, eligible Employees and
consultants in the Plan and, except as otherwise required by law or this
Plan, the grant terms of Awards, including vesting schedules, price,
restriction or option period, dividend rights, post-retirement and
termination rights, payment alternatives such as cash, stock, contingent
awards or other means of payment consistent with the purposes of this
Plan, and such other terms and conditions as the Board or the Committee
deems appropriate which shall be contained in an Award Agreement with
respect to a Participant.
(b) The Committee shall have authority to interpret and construe the
provisions of the Plan and any Award Agreement and make determinations
pursuant to any Plan provision or Award Agreement which shall be final and
binding on all persons. No member of the Committee shall be liable for any
action or determination made in good faith, and the members shall be
entitled to indemnification and reimbursement in the manner provided in
the Corporation's Certificate of Incorporation, as it may be amended from
time to time. The Committee shall have
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the authority at the time of the grant of any Award to provide for the
conditions and circumstances under which such Award shall be forfeited.
The Committee shall have the authority to accelerate the vesting of any
Award and the time at which any Award becomes exercisable. The Committee
shall have the authority to cancel an Award (with the consent of the
Participant holding such Award) on such terms and conditions as the
Committee shall determine.
V. CAPITAL STOCK SUBJECT TO THE PROVISIONS OF THIS PLAN
(a) The capital stock subject to the provisions of this Plan shall be
shares of authorized but unissued Common Stock and shares of Common Stock
held as treasury stock. Subject to adjustment in accordance with the
provisions of Section X, and subject to Section V(c) below, the maximum
number of shares of Common Stock that shall be available for grants of
Awards under this Plan shall be 2,100,000.
(b) The grant of a restricted share Award shall be deemed to be equal to
the maximum number of shares which may be issued under the Award. Awards
payable only in cash will not reduce the number of shares available for
Awards granted under the Plan.
(c) There shall be carried forward and be available for Awards under the
Plan, in addition to shares available for grant under paragraph (a) of
this Section V, all of the following: (i) shares represented by Awards
which are cancelled, forfeited, surrendered, terminated, paid in cash or
expire unexercised; and (ii) the excess amount of variable Awards which
become fixed at less than their maximum limitations.
VI. AWARDS UNDER THIS PLAN
As the Board or Committee may determine, the following types of Awards and
other Common Stock-based Awards may be granted under this Plan on a stand-alone,
combination or tandem basis:
(a) STOCK OPTION. A right to buy a specified number of shares of Common
Stock at a fixed exercise price during a specified time, all as the
Committee may determine.
(b) STOCK OPTION IN LIEU OF COMPENSATION ELECTION. A right given with
respect to a year to a Participant to elect to exchange compensation or
fees for stock options.
(c) STOCK APPRECIATION RIGHT. A right which may or may not be contained in
the grant of a stock option or incentive stock option to receive the
excess of the Fair
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Market Value of a share of Common Stock on the date the option is
surrendered over the option exercise price or other specified amount
contained in the Award Agreement.
(d) RESTRICTED SHARES. A transfer of Common Stock to a Participant subject
to forfeiture until such restrictions, terms and conditions as the
Committee may determine are fulfilled.
(e) DIVIDEND OR EQUIVALENT. A right to receive dividends or their
equivalent in value in Common Stock, cash or in a combination of both with
respect to any new or previously existing Award.
(f) STOCK AWARD. An unrestricted transfer of ownership of Common Stock.
(g) OTHER STOCK-BASED AWARDS. Other Common Stock-based Awards which are
related to or serve a similar function to those Awards set forth in this
Section VI.
VII. AWARD AGREEMENTS
Each Award under the Plan shall be evidenced by an Award Agreement setting
forth the terms and conditions of the Award and executed by the Corporation and
Participant.
VIII. OTHER TERMS AND CONDITIONS
(a) ASSIGNABILITY. Unless provided to the contrary in any Award, no Award
shall be assignable or transferable except by will, by the laws of descent
and distribution and during the lifetime of a Participant, the Award shall
be exercisable only by such Participant. No Award granted under the Plan
shall be subject to execution, attachment or process.
(b) TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP. The Committee shall
determine the disposition of the grant of each Award in the event of the
retirement, disability, death or other termination of a Participant's
employment or other relationship with the Corporation or a Subsidiary.
(c) RIGHTS AS A STOCKHOLDER. A Participant shall have no rights as a
stockholder with respect to shares covered by an Award until the date the
Participant is the holder of record. No adjustment will be made for
dividends or other rights for which the record date is prior to such date.
(d) NO OBLIGATION TO EXERCISE. The grant of an Award shall impose no
obligation upon the Participant to exercise the Award.
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(e) PAYMENTS BY PARTICIPANTS. The Committee may determine that Awards for
which a payment is due from a Participant may be payable: (i) in U.S.
dollars by personal check, bank draft or money order payable to the order
of the Corporation, by money transfers or direct account debits; (ii)
through the delivery or deemed delivery based on attestation to the
ownership of shares of Common Stock with a Fair Market Value equal to the
total payment due from the Participant; (iii) pursuant to a "cashless
exercise" program if established by the Corporation; (iv) by a combination
of the methods described in (i) through (iii) above; or (v) by such other
methods as the Committee may deem appropriate.
(f) WITHHOLDING. Except as otherwise provided by the Committee, (i) the
deduction of withholding and any other taxes required by law will be made
from all amounts paid in cash and (ii) in the case of payments of Awards
in shares of Common Stock, the Participant shall be required to pay the
amount of any taxes required to be withheld prior to receipt of such
stock, or alternatively, a number of shares the Fair Market Value of which
equals the amount required to be withheld may be deducted from the
payment.
(g) MAXIMUM AWARDS. The maximum number of shares of Common Stock that may
be issued to any single Participant pursuant to options under this Plan is
equal to the maximum number of shares provided for in paragraph (a) of
Section V.
IX. TERMINATION, MODIFICATION AND AMENDMENTS
(a) The Committee may at any time terminate the Plan or from time to time
make such modifications or amendments of the Plan as it may deem
advisable; provided, however, that no amendments to the Plan which require
stockholder approval under applicable law, rule or regulation shall become
effective unless the same shall be approved by the requisite vote of the
Corporation's stockholders.
(b) No termination, modification or amendment of the Plan may adversely
affect the rights conferred by an Award without the consent of the
recipient thereof.
X. RECAPITALIZATION
The aggregate number of shares of Common Stock as to which Awards may be
granted to Participants, the number of shares thereof covered by each
outstanding Award, and the per share price thereof set forth in each outstanding
Award, shall all be proportionately adjusted 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
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shares, effected without receipt of consideration by the Corporation, or other
change in corporate or capital structure; provided, however, that any fractional
shares resulting from any such adjustment shall be eliminated. The Committee
shall also make the foregoing changes and any other changes, including changes
in the classes of securities available, to the extent it is deemed necessary or
desirable to preserve the intended benefits of the Plan for the Corporation and
the Participants in the event of any other reorganization, recapitalization,
merger, consolidation, spin-off, extraordinary dividend or other distribution or
similar transaction.
XI. NO RIGHT TO EMPLOYMENT
No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of, or in the other relationship with, the Corporation or
a Subsidiary. Further, the Corporation and each Subsidiary expressly reserve the
right at any time to dismiss a Participant free from any liability, or any claim
under the Plan, except as provided herein or in any Award Agreement issued
hereunder or in any other agreement applicable between a Participant and the
Corporation or a subsidiary.
XII. GOVERNING LAW
To the extent that federal laws do not otherwise control, the Plan shall
be construed in accordance with and governed by the laws of the State of
Delaware.
XIII. SAVINGS CLAUSE
This Plan is intended to comply in all aspects with applicable laws and
regulations. In case any one or more of the provisions of this Plan shall be
held invalid, illegal or unenforceable in any respect under applicable law and
regulation, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and the invalid,
illegal or unenforceable provision shall be deemed null and void; however, to
the extent permissible by law, any provision which could be deemed null and void
shall first be construed, interpreted or revised retroactively to permit this
Plan to be construed in compliance with all applicable laws so as to foster the
intent of this Plan.
XIV. EFFECTIVE DATE AND TERM
This 1998 Hexcel Corporation Broad Based Incentive Stock Plan as adopted
on February 5, 1998 and amended on February 3, 2000 and February 1, 2001 is
hereby further amended as of January 10, 2002.
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THE PLAN SHALL TERMINATE ON FEBRUARY 4, 2008. NO AWARDS SHALL BE GRANTED
AFTER THE TERMINATION OF THE PLAN.
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