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HEXCEL CORP /DE/ Director's Dealing 2010

Oct 1, 2010

31031_dirs_2010-10-01_15df195e-f2ab-4ef3-acfc-4577ea8a9801.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2010-02-01

Reporting Person: BERGES DAVID E (Director, Chairman & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-06-09 Common Stock G 17500 Disposed 236520 Direct
2010-06-09 Common Stock G 17500 Acquired 80339 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-02-01 Restricted Stock Units $ A 52931 Acquired 2013-02-01 Common Stock (52931) Direct
2010-02-01 Non-Qualified Stock Option $10.9 A 221932 Acquired 2020-02-01 Common Stock (221932) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 74848 Indirect

Footnotes

F1: Represents transfer of shares to the Berges Family Trust.

F2: On June 9, 2010, 20,152 shares were transferred from the Berges 2009 Grantor Retained Annuity Trust I to Mr. Berges.

F3: These RSUs were granted in a transaction exempt under Rule 16b. Upon vesting, RSUs are converted into an equivalent number of shares of Common Stock that are distributed to the grantee.

F4: The reporting person's original Form 4 erroneously indicated that the number of RSUs was 51,983. This amended Form 4 is being filed to correct the number of RSUs.

F5: The RSUs vest and convert into an equivalent number of shares of Common Stock in equal installments on the first three anniversaries from the grant date. Vesting of the RSUs is also subject to certain acceleration and termination provisions.

F6: Non-Qualified Options ("NQOs") granted in a transaction exempt under Rule 16b.

F7: The reporting person's original Form 4 erroneously indicated that the number of NQOs was 217,850. This amended Form 4 is being filed to correct the number of NQOs.

F8: The NQOs become vested with respect to one-third of the shares of Common Stock subject thereto on each of the first three anniversaries of the date of grant. Vesting of the NQOs is also subject to certain acceleration and termination provisions.