Exhibit 10.53
INDEMNIFICATION AGREEMENT
AGREEMENT, dated as of ____________, by and between Hexcel Corporation, a Delaware corporation (the “Company”), and _________ (the “Indemnitee”).
WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;
WHEREAS, the Indemnitee is a director and/or officer of the Company;
WHEREAS, the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of companies in today’s environment;
WHEREAS, the Company’s Restated Certificate of Incorporation (“Certificate of Incorporation”) requires the Company to indemnify and advance expenses to its directors and officers to the fullest extent permitted by law, and the Indemnitee serves as a director and/or officer of the Company, in part, in reliance on such provisions in the Company’s Certificate of Incorporation;
WHEREAS, the Company has determined that its inability to retain and attract as directors and officers the most capable persons would be detrimental to the interests of the Company, and that Company therefore should seek to assure such persons that indemnification and insurance coverage will be available in the future; and
WHEREAS, in recognition of the Indemnitee’s need for substantial protection against personal liability in order to enhance the Indemnitee’s continued service to the Company in an effective manner and the Indemnitee’s reliance on the Company’s Certificate of Incorporation, and in part to provide the Indemnitee with specific contractual assurance that the protection promised by the Company’s Certificate of Incorporation will be available to the Indemnitee (regardless of, among other things, any amendment to or revocation of the applicable provisions of the Company’s Certificate of Incorporation and By-Laws or any change in the composition of the governing bodies of the Company or any acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to the Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of the Indemnitee under the directors’ and officers’ liability insurance policy of the Company.
NOW, THEREFORE, in consideration of the premises and of the Indemnitee continuing to serve the Company directly or, on its behalf or at its request, as an officer, director, manager, member, partner, tax matters partner, fiduciary or trustee of, or in any other capacity with, another Person (as defined below) or any employee benefit plan, and intending to be legally bound hereby, the parties hereto agree as follows:
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Hexcel Corporation
281 Tresser Blvd.
Stamford, CT 06901
Attn: General Counsel
Tel: 203 352 6841
Fax: 203 358 3972
All such notices, requests, consents and other communications shall be deemed to have been given or made if and when received (including by overnight courier) by the parties at the above addresses or sent by electronic transmission, with confirmation received, to the telecopy numbers specified above (or at such other address or telecopy number for a party as shall be specified by like notice). Any notice delivered by any party hereto to any other party hereto shall also be delivered to each other party hereto simultaneously with delivery to the first party receiving such notice.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
HEXCEL CORPORATION
By: _______________________
Name:
Title:
_________________
[Indemnitee]
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Annex A
Name and Contact information
Tel:
Fax:
Email: _______________