These excerpts taken from the HXL 8-K filed Jan 7, 2009.
As used in this Plan, the following words and phrases shall have the meanings indicated:
Affiliate of any Person shall mean any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. The term Control shall have the meaning specified in Rule 12b-2 under the Exchange Act.
Agreement shall mean an agreement entered into between the Corporation and a Participant in connection with a grant under the Plan.
Annual Bonus shall mean the bonus earned by a Participant for any Corporation fiscal year under the Annual Plan.
Annual Plan shall mean the Hexcel Corporation Management Incentive Compensation Plan or any substitute plan, as amended from time to time.
Beneficial Owner (and variants thereof) shall have the meaning given in Rule 13d-3 promulgated under the Exchange Act and, only to the extent such meaning is more restrictive than the meaning given in Rule 13d-3, the meaning determined in accordance with Section 318(a) of the Code.
Board shall mean the Board of Directors of the Corporation.
Cause shall mean (i) the willful and continued failure by the Participant to substantially perform the Participants duties with the Corporation (other than any such failure resulting from the Participants incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Participant by the Corporation, which demand specifically identifies the manner in which the Corporation believes that the Participant has not substantially performed the Participants duties, or (ii) the willful engaging by the Participant in conduct which is demonstrably and materially injurious to the Corporation or its subsidiaries,
monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, no act, or failure to act, on the Participants part shall be deemed willful unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participants act, or failure to act, was in the best interest of the Corporation.
Change in Control shall have the meaning given in Article 6 hereof.
Code shall mean the Internal Revenue Code of 1986, as amended from time to time.
Committee shall mean the Compensation Committee of the Board or such other committee of the Board as may be designated by the Board.
Corporation shall mean Hexcel Corporation, a corporation organized under the laws of the State of Delaware, or any successor corporation.
Disability shall mean that, as a result of the Participants incapacity due to physical or mental illness or injury, the Participant shall not have performed all or substantially all of the Participants usual duties as an employee for a period of more than one-hundred-fifty (150) days in any period of one-hundred-eighty (180) consecutive days.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time.
Fair Market Value per share of Stock shall be the average of the closing prices on the NYSE Consolidated Transactions Tape for the five trading days immediately preceding the relevant valuation date and Fair Market Value of a Restricted Stock Unit on any valuation date shall be deemed to be equal to the Fair Market Value of a share of Stock on such valuation date.
Participant shall mean a person who receives a grant of Restricted Stock Units under the Plan; all such grants are sometimes referred to herein as purchases.
Person, as used in Article 6 hereof, 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.
Plan means this Hexcel Corporation Management Stock Purchase Plan, as amended from time to time.
Restricted Period shall have the meaning given in Sections 5(c) and 5(h) hereof.
Restricted Stock Unit or Restricted Stock Units shall have the meaning given in Section 5 hereof.
Retirement shall mean the termination of a Participants employment (other than by reason of death or Cause) which occurs either (i) at or after age 65 or (ii) at or after age 55 after five (5) years of employment by the Corporation (or a Subsidiary thereof).
Stock shall mean shares of the common stock of the Corporation, par value $.01 per share.
Subsidiary shall mean any subsidiary of the Corporation (whether or not a subsidiary at the date the Plan is adopted) which is designated by the Committee to participate in the Plan.
Term shall have the meaning given in Article 14 hereof.
Average Capital Employed shall mean the sum of Net Capital Employed as of December 31, 2006, December 31, 2007 and December 31, 2008, divided by three.
Average Return shall mean the sum of the Return for the calendar years of 2007 and 2008, divided by two.
Cash as of a particular date shall mean cash and cash equivalents of the Company and its Subsidiaries as of such date, as reported in its financial statements.
Consolidated Operating Income shall mean the net income of the Company and its Subsidiaries as reported in its financial statements together with the sum of expenses (income) related to preferred dividends and accretion, equity in (earnings) losses of affiliated companies and partnerships, income taxes, interest expense (net of interest income) and Non-Operating Gains and Losses of the Company.
Equity in Earnings from Affiliated Companies shall mean the equity in earnings from affiliated companies of the Company and its Subsidiaries as reported in its financial statements.
Net Capital Employed as of a particular date shall mean the sum of Shareholders Equity and Total Debt as of such date, minus Cash as of such date.
Non-Operating Gains and Losses of the Company shall be any expense or income arising from transactions outside the ordinary course of business including but not limited to any of the sale or purchase of debt or equity securities of the Company, debt refinancing or prepayment of debt, judgment or settlement of claims or litigation, acquisitions or divestitures, the sale or purchase of tangible or intangible assets and the impairment of tangible and intangible assets.
Return for a particular period shall mean the sum of Consolidated Operating Income, Equity in Earnings from Affiliated Companies and Non-Operating Gains and Losses for such period.
RONCE is an acronym for Return on Net Capital Employed.
Shareholders Equity as of a particular date shall mean total stockholders equity of the Company as reported in its financial statements as of such date.
Total Debt as of a particular date shall mean the sum of notes payable and current maturities of capital lease obligations and long-term notes payable and capital lease obligations of the Company and its Subsidiaries as of such date, as reported in its financial statements.
The Compensation Committee shall retain its powers to make appropriate adjustments to the RONCE performance goal to reflect the impact of unusual, non-recurring or extraordinary income or expense not reflected in such goal as defined, as authorized under the Companys 2003 Incentive Stock Plan.