HEXCEL CORP /DE/ — Director's Dealing 2011

Feb 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2011-01-31

Reporting Person: Pensky Wayne C (SVP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-01	Common Stock	M	4599	—	Acquired	70539	Direct
2011-02-01	Common Stock	F	1422	$19.42	Disposed	69117	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-31	Restricted Stock Units	$	A	8479	Acquired	2014-01-31	Common Stock (8479)	Direct
2011-01-31	Non-Qualified Stock Option	$19.02	A	42163	Acquired	2021-01-31	Common Stock (42163)	Direct
2011-02-01	Restricted Stock Units	$	M	4599	Disposed	2013-02-01	Common Stock (4599)	Direct

Footnotes

F1: The Common Stock was acquired upon the conversion of Restricted Stock Units ("RSUs") in accordance with the terms of the underlying agreement. The RSUs were granted in a transaction exempt under Rule 16b.

F2: The Common Stock was withheld as payment of tax withholding required upon conversion of RSUs.

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 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.

F5: Non-Qualified Options ("NQOs") granted in a transaction exempt under Rule 16b.

F6: 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.