Bankruptcy Court Option Agreement

Exhibit 10.14 (b)


BANKRUPTCY COURT OPTION AGREEMENT


BANKRUPTCY COURT OPTION AGREEMENT, dated as of the Grant Date, by and between the Optionee, residing at Address of Optionee and Hexcel Corporation (the "Corporation").


W I T N E S S E T H:


WHEREAS, the Corporation has adopted the Corporation's Incentive Stock Plan (the "Plan").


WHEREAS, the Hexcel Corporation Plan of Reorganization, dated as of November 7, 1994, as approved by the United States Bankruptcy Court, provides that the Optionee be granted an option to purchase shares of Common Stock.


WHEREAS, the Executive Compensation Committee of the Board of Directors of the Corporation (the "Committee") has determined that it is desirable and in the best interest of the Corporation to grant to the Optionee a stock option in accordance with the Plan of Reorganization.


NOW, THEREFORE, the parties agree as follows:


1. NOTICE OF GRANT. Attached hereto as Annex A and incorporated by reference herein is a Notice of Grant. Unless otherwise provided herein, capitalized terms used herein and set forth in such Notice of Grant shall have the meanings ascribed to them on the Notice of Grant. Also attached hereto is the Plan; the provisions of the Plan are incorporated by reference herein.


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.


1


4. TIME OF EXERCISE; TERM.


(a) The Option shall vest and become exercisable in 24 equal monthly installments over the two-year period beginning on the Grant Date.


(b) The Option shall expire and cease to have any force or effect on the third anniversary of the Grant Date.


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.


(b) Any adjustment under this Section 5 in the number of Option Shares 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 revised to the next lower 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 estab lished 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, 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 (as defined in the Plan) equal to the total payment due from the Optionee; (iii) pursuant to a broker-assisted "cashless exercise" program if established by the Corporation; or (iv) by a combination of the methods described in (i) through (iii) above.


2


(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 ...