Common use of Management Incentive Program Clause in Contracts

Management Incentive Program. Additionally, under the terms of the Celanese Corporation Deferred Compensation Plan and the 2004 Incentive Plan you will be entitled to certain payments and or considerations in connection with your termination from Celanese: 1. For purposes of these plans generally your termination is considered for “Good Reason” on account of corporate restructuring or reorganization. We further recognize that for the year 2005 both the Tier II EBITDA and the Tier II FCF Target have been achieved. 2. We confirm that according to sec. 4.4 (b) (i) of the Deferred Compensation Plan, your termination of employment shall be deemed M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ June 30, 2006 to have occurred on the Time Condition Date of December 31, 2006, and with regard to sec. 4.4 (b) (ii) on the Performance Condition Date of December 31, 2006. 3. Payout under the terms of the Celanese Corporation Deferred Compensation Plan will take place on January 1, 2007 for the 2005 entitlement of $5,198,614 and for the 2006 entitlement of $5,198,614. The calculation of the 2006 amount is based on the assumption of achieving both the Tier II EBITDA and the Tier II FCF targets. Should the actual results not achieve those targets, you will be obliged to pay back the respective “over-payment” in March 2007. 4. For stock option purposes only, in particular with regard to sec. 3 (c) of the Nonqualified Stock Option Agreement you will be treated as if your employment terminates as of December 31, 2006, regardless of the actual Termination Date. We confirm that 152,077 options vested on the grant date already. Additionally 263,600 stock options for 2005 have vested in 2006 and another 263,600 stock options will deemed to have vested on December 31, 2006. Stock options planned to vest for 2007 and beyond will forfeit. 5. As of December 31, 2006, the lock-up conditions of the Employee Stockholders Agreement dated January 21, 2005, both with regard to the 148,007 Shares you subscribed for in January 2005 and with regard to any other shares which might be subject to the Employee Stockholders Agreement, will be lifted. 6. In an exit event of Blackstone or a change in control event prior to December 31, 2006, your compensation from the Management Incentive Program will be as set forth in the terms and conditions of those plans and agreements.