Celanese Corporation
February 23, 2005
Xx. Xxxxx X. Xxxxxxx
0000 X. XXX Xxxxxxx
Xxxxxx, Xxxxx 00000
Dear Xxxx:
Celanese Corporation (the "COMPANY") hereby grants to you the following cash
bonus award, which shall be subject to the terms of this letter agreement (the
"AGREEMENT"). In consideration of the premises and mutual covenants herein and
for other good and valuable consideration, the parties agree as follows:
1. BONUS. You shall be eligible to receive a cash bonus award equal to
$5,135,000 (the "BONUS").
2. BONUS PAYMENT. Fifty percent (50%) of the Target Bonus was paid to you on
January, 2005. Twenty-five percent (25%) of the Bonus will be payable to
you if the Company achieves cost reduction targets for calendar year 2005,
payable as soon a practicable following the date the board of directors of
the Company (the "BOARD") determines whether or not such targets were
achieved and twenty-five percent (25%) of the Bonus will be payable to you
if the Company achieves cost reduction targets for calendar year 2006,
payable as soon a practicable following the date the Board determines
whether or not such targets were achieved (each such date, a "PAYMENT
DATE"). The cost reduction targets shall be determined by the Company in
consultation with senior management.
3. TERMINATION OF EMPLOYMENT.
(a) If your employment with the Company or its subsidiaries is terminated
(i) by your resignation without Good Reason (as defined below), or (ii)
by the Company or its subsidiaries for Cause (as defined below) prior
to a Payment Date, you shall forfeit any unpaid portion of the Bonus.
(b) If your employment with the Company or its subsidiaries is terminated
(i) by your resignation with Good Reason, (ii) by the Company or its
subsidiaries without Cause or (iii) due to your death or Disability (as
defined below), you (or in the event of your death, your estate) shall
be entitled to the payment of the Bonus on the scheduled Payment Dates
following such termination of employment, without regard to whether the
cost reduction targets have been achieved.
(c) For purposes of this Agreement: "CAUSE" shall mean "Cause" as defined
in an employment agreement between the Company or its subsidiaries and
you or, if not defined therein or if there is no such agreement,
"Cause" means (i) your willful failure to perform your duties to the
Company (other than as a result of total or partial incapacity due to
physical or mental illness) for a period of 30 days following written
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notice by the Company to you of such failure, (ii) commission of (x) a
felony (other than traffic-related) under the laws of the United States
or any state thereof or any similar criminal act in a jurisdiction
outside the United States or (y) a crime involving moral turpitude,
(iii) your willful malfeasance or willful misconduct which is
demonstrably injurious to the Company, (iv) any act of fraud by you or
(v) your breach of the provisions of any confidentiality,
noncompetition or nonsolicitation to which you are subject; provided,
that actions taken by you as a member of the Management Board of
Celanese AG prior to the date hereof cannot serve as a basis for Cause
if such actions were approved by the Supervisory Board of Celanese AG.
"DISABILITY" shall mean you become physically or mentally
incapacitated and is therefore unable for a period of six
consecutive months or for an aggregate of nine months in any 24
consecutive month period to perform your duties.
"GOOD REASON" shall mean "Good Reason" as defined in an
employment agreement between the Company or its subsidiaries and
you or, if not defined therein or if there is no such agreement,
"Good Reason" means (i) a substantial diminution in your position
or duties; adverse change in reporting lines, or assignment of
duties materially inconsistent with your position (other than in
connection with an increase in responsibility or a promotion),
(ii) any reduction in your base salary or annual bonus
opportunity or (iii) failure of the Company to pay compensation
or benefits when due, in each case which is not cured within 30
days following the Company's receipt of written notice from you
describing the event constituting Good Reason.
4. ENTIRE AGREEMENT/AMENDMENTS. This Agreement contains the entire
understanding of the parties with respect to the subject matter contained
herein. There are no restrictions, agreements, promises, warranties,
covenants or undertakings between the parties with respect to the subject
matter herein other than those expressly set forth herein. This Agreement
may not be altered, modified, or amended except by written instrument
signed by the parties hereto.
5. WITHHOLDING TAXES. The Company may withhold from any amounts payable under
this Agreement such federal, state and local taxes as may be required to be
withheld pursuant to any applicable law or regulation.
6. OTHER AGREEMENTS. Unless otherwise determined by the Company's Board of
Directors, any payments made hereunder shall not be taken into account in
computing your salary or compensation for purposes of determining any
benefits or compensation under (i) any pension, retirement, life insurance
or other benefit plan of the Company or its subsidiaries or (ii) any
agreement between the Company or its subsidiaries and you.
7. GOVERNING LAW. This Agreement will be governed, construed and interpreted
under the laws of the State of Delaware, without regard to the conflicts of
laws provisions thereof.
8. COUNTERPARTS. This Agreement may be signed in counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
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Please sign the enclosed copy of this Agreement confirming your agreement to the
above.
Yours sincerely,
/s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx
Director
Agreed and Accepted
/s/ Xxxxx X. Xxxxxxx
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February 23, 2005
