Common use of Exclusivity of Benefits Clause in Contracts

Exclusivity of Benefits. Executive acknowledges that this Agreement supercedes and replaces all prior agreements or understandings Executive may have with the Company with respect to compensation or benefits that may become payable in connection with or as a result of a change in control of the Company, whether or not such change in control constitutes a Change In Control, including any provisions contained in any employment agreement, offer letter or change in control agreement, except benefits under the Letter Agreement elected pursuant to the following paragraph and with respect to any Long-Term Incentive Awards which shall be governed by the terms of the Long-Term Incentive Award Agreements. This Agreement also describes all payments and benefits that the Company shall be obligated to provide to Executive upon Executive’s Separation from Service during a Change In Control Protection Period and shall constitute Executive’s agreement to waive any rights to payment under the Celanese Americas Separation Pay Plan, any similar or successor plan adopted by the Company, and any other term of employment contained in any employment agreement, offer letter, change in control agreement or otherwise (other than benefits to which he/she may be entitled, if any: (i) under any Celanese plan qualified under Section 401(a) of the Internal Revenue Code, including the Celanese Americas Retirement Pension Plan and Celanese Americas Retirement Savings Plan; and (ii) under the 2008 Celanese Deferred Compensation Plan) to the extent that the circumstances giving right to such right to payment would constitute a Separation of Service during a Change In Control Protection Period. The parties hereto acknowledge the existence of that certain letter agreement, dated March 18, 2005, between Celanese and Executive (the “Letter Agreement”). The parties hereto further acknowledge that the Letter Agreement continues to be legal, valid, binding, and enforceable in accordance with its terms. In addition, notwithstanding anything to the contrary set forth in this Agreement, the parties hereto acknowledge that Executive may, at any time, and from time to time, elect to enforce his rights pursuant to the Letter Agreement instead of enforcing his rights pursuant to this Agreement, in which case the Letter Agreement shall survive and govern, and this Agreement shall cease to be effective, except with respect to Sections 7, 8, and 9 of this Agreement which shall be effective as of the date hereof and shall survive any such election by Executive.

Exclusivity of Benefits. If Executive acknowledges that this Agreement supercedes and replaces all prior agreements or understandings Executive may have with the Company with respect to compensation receives pay or benefits that may become payable in connection with pursuant to Section 4 of this Agreement, Executive understands and acknowledges he/she shall not be eligible to receive any additional pay or as a result benefits pursuant to his/her Executive Severance Benefit Agreement or any other form of a change in control of severance and/or separation pay or benefits from the Company, whether or not such change in control constitutes a Change In Control, including any provisions contained in any employment agreement, offer letter or change in control agreement, except benefits under the Letter Agreement elected as may otherwise expressly and specifically be provided for pursuant to the following paragraph terms of a separately entered into agreement between the Company and with respect Executive or as otherwise provided in this Agreement. Further, if Executive receives pay or benefits pursuant to Section 4 of this Agreement, Executive understands and acknowledges the compensation, benefits and other consideration provided hereunder shall constitute his/her sole and exclusive rights to any Long-Term Incentive Awards which shall be governed by the terms of the Long-Term Incentive Award Agreements. This Agreement also describes all payments and or benefits that the Company shall be obligated to provide to Executive upon Executive’s Separation from Service during a Change In Control Protection Period and shall constitute Executive’s agreement to waive any rights to payment under the Celanese Americas Separation Pay Plan, any similar or successor plan adopted by the CompanyEDS, and any other term of employment contained in any employment agreement, offer letter, change in control agreement Executive shall receive no consideration or otherwise (benefits other than those expressly granted herein, except for benefits to which he/she may be entitled, if any: (i) under any Celanese EDS plan qualified under Section 401(a) of the Internal Revenue Code, including the Celanese Americas EDS Retirement Pension Plan and Celanese Americas Retirement Savings EDS 401(k) Plan, and COBRA benefits pursuant to Internal Revenue Code Section 4980B; and (ii) under the 2008 Celanese Deferred Compensation Plan) EDS Benefit Restoration Plan or EDS Supplemental Executive Retirement Plan ("SERP"), including as modified pursuant to Executive's June 27, 2005 Offer Letter from Xxxxxxx X. Xxxxxx (excluding any modifications that would provide for Executive to vest in any SERP benefits prior to the extent that the circumstances giving right to date on which such right to payment benefits would constitute a Separation of Service during a Change In Control Protection Period. The parties hereto acknowledge the existence of that certain letter agreement, dated March 18, 2005, between Celanese and Executive (the “Letter Agreement”). The parties hereto further acknowledge that the Letter Agreement continues to be legal, valid, binding, and enforceable in accordance with its terms. In addition, notwithstanding anything otherwise have vested pursuant to the contrary set forth in terms and conditions of the SERP); (iii) under the EDS Executive Deferral Plan; (iv) pursuant to any indemnification agreements between Executive and EDS; or (v) under any applicable directors and officers or other liability insurance policies. If, prior to December 31, 2010, Executive has received benefits pursuant to Section 5 of this Agreement but has not received benefits pursuant to Section 4 of this Agreement, and the parties hereto acknowledge that Protected Period has expired, Executive mayshall remain eligible to receive any unconveyed benefits (e.g., at any time, a lump sum payments equal to two times Executive's annual base salary and from time annual performance bonus target) to time, elect to enforce which he is entitled pursuant his rights pursuant to the Letter Agreement instead of enforcing his rights pursuant to this Executive Severance Benefit Agreement, in which case the Letter Agreement shall survive and govern, and this Agreement shall cease to be effective, except with respect to Sections . 7, 8, and 9 of this Agreement which shall be effective as of the date hereof and shall survive any such election by Executive.

Exclusivity of Benefits. If Executive acknowledges that this Agreement supercedes and replaces all prior agreements or understandings Executive may have with the Company with respect to compensation receives pay or benefits that may become payable in connection with pursuant to this Agreement, Executive understands and acknowledges he/she shall not be eligible to receive any other form of severance and/or separation pay or as a result of a change in control of benefits from the Company, whether or not such change in control constitutes a Change In Control, including any provisions contained in any employment agreement, offer letter or change in control agreement, except benefits under the Letter Agreement elected as may otherwise expressly and specifically be provided for pursuant to the following paragraph terms of a subsequently entered into agreement between the Company and with respect Executive. Further, if Executive receives pay or benefits pursuant to this Agreement, Executive understands and acknowledges the compensation, benefits and other consideration provided hereunder shall constitute his/her sole and exclusive rights to any Long-Term Incentive Awards which shall be governed by the terms of the Long-Term Incentive Award Agreements. This Agreement also describes all payments and or benefits that the Company shall be obligated to provide to Executive upon Executive’s Separation from Service during a Change In Control Protection Period and shall constitute Executive’s agreement to waive any rights to payment under the Celanese Americas Separation Pay Plan, any similar or successor plan adopted by the CompanyEDS, and any other term of employment contained in any employment agreement, offer letter, change in control agreement Executive shall receive no consideration or otherwise (benefits other than those expressly granted herein, except for benefits to which he/she may be entitled, if any: (i) under any Celanese EDS plan qualified under Section 401(a) of the Internal Revenue Code, including the Celanese Americas EDS Retirement Pension Plan and Celanese Americas Retirement Savings EDS 401(k) Plan; and (ii) under the 2008 Celanese Deferred Compensation EDS Benefit Restoration Plan; (iv) pursuant to the extent any indemnification agreements between Executive and EDS; or (v) under any applicable directors and officers or other liability insurance policies. 1 It is expressly acknowledged and agreed that the circumstances giving right term “performance based restricted stock units” referenced in Section 5(B) above includes any performance based restricted stock units previously awarded to Executive pursuant to an agreement containing language indicating that an “existing change of control agreement” shall have no force or effect on such right to payment would constitute a Separation of Service during a Change In Control Protection Periodstock units. The parties hereto acknowledge the existence of Indeed, it is further acknowledged and agreed that certain letter agreement, dated March 18, 2005, any language contained in existing performance restricted stock unit award agreements between Celanese and Executive (the “Letter Agreement”). The parties hereto further acknowledge that the Letter Agreement continues to be legal, valid, binding, and enforceable in accordance with its terms. In addition, notwithstanding anything to the contrary set forth in this Agreement, the parties hereto acknowledge indicating that Executive may, at any time, an “existing change of control agreement” shall have no force or effect on such stock units is null and from time to time, elect to enforce his rights pursuant to the Letter Agreement instead void and of enforcing his rights pursuant to this Agreement, in which case the Letter Agreement shall survive and govern, and this Agreement shall cease to be effective, except with respect to Sections 7, 8, and 9 of this Agreement which shall be effective as of the date hereof and shall survive any such election by Executiveno further force or effect.

Exclusivity of Benefits. If Executive acknowledges that this Agreement supercedes and replaces all prior agreements or understandings Executive may have with the Company with respect to compensation receives pay or benefits that may become payable in connection with pursuant to Section 4 of this Agreement, Executive understands and acknowledges he/she shall not be eligible to receive any additional pay or as a result benefits pursuant to his/her Executive Severance Benefit Agreement or any other form of a change in control of severance and/or separation pay or benefits from the Company, whether or not such change in control constitutes a Change In Control, including any provisions contained in any employment agreement, offer letter or change in control agreement, except benefits under the Letter Agreement elected as may otherwise expressly and specifically be provided for pursuant to the following paragraph terms of a subsequently entered into agreement between the Company and with respect Executive or as otherwise provided in this Agreement. Further, if Executive receives pay or benefits pursuant to Section 4 of this Agreement, Executive understands and acknowledges the compensation, benefits and other consideration provided hereunder shall constitute his/her sole and exclusive rights to any Long-Term Incentive Awards which shall be governed by the terms of the Long-Term Incentive Award Agreements. This Agreement also describes all payments and or benefits that the Company shall be obligated to provide to Executive upon Executive’s Separation from Service during a Change In Control Protection Period and shall constitute Executive’s agreement to waive any rights to payment under the Celanese Americas Separation Pay Plan, any similar or successor plan adopted by the CompanyEDS, and any other term of employment contained in any employment agreement, offer letter, change in control agreement Executive shall receive no consideration or otherwise (benefits other than those expressly granted herein, except for benefits to which he/she may be entitled, if any: (i) under any Celanese EDS plan qualified under Section 401(a) of the Internal Revenue Code, including the Celanese Americas EDS Retirement Pension Plan and Celanese Americas Retirement Savings EDS 401(k) Plan; and (ii) under the 2008 Celanese Deferred Compensation PlanEDS Benefit Restoration Plan or EDS Supplemental Executive Retirement Plan (“SERP”), including as modified pursuant to Executive’s June 27, 2005 Offer Letter from Xxxxxxx X. Xxxxxx (excluding any modifications that would provide for Executive to vest in any 1 It is expressly acknowledged and agreed that the term "performance based restricted stock units" referenced in Section 5(B) above includes any performance based restricted stock units previously awarded to Executive pursuant to an agreement containing language indicating that an "existing change of control agreement" shall have no force or effect on such stock units. Indeed, it is further acknowledged and agreed that any language contained in existing performance restricted stock unit award agreements between the parties indicating that an "existing change of control agreement" shall have no force or effect on such stock units is null and void and of no further force or effect. SERP benefits prior to the extent that the circumstances giving right to date on which such right to payment benefits would constitute a Separation of Service during a Change In Control Protection Period. The parties hereto acknowledge the existence of that certain letter agreement, dated March 18, 2005, between Celanese and Executive (the “Letter Agreement”). The parties hereto further acknowledge that the Letter Agreement continues to be legal, valid, binding, and enforceable in accordance with its terms. In addition, notwithstanding anything otherwise have vested pursuant to the contrary set forth in terms and conditions of the SERP); (iii) under the EDS Executive Deferral Plan; (iv) pursuant to any indemnification agreements between Executive and EDS; or (v) under any applicable directors and officers or other liability insurance policies. If, prior to December 31, 2010, Executive has received benefits pursuant to Section 5 of this Agreement but has not received benefits pursuant to Section 4 of this Agreement, and the parties hereto acknowledge that Protected Period has expired, Executive mayshall remain eligible to receive any unconveyed benefits (e.g., at any time, a lump sum payments equal to two times Executive’s annual base salary and from time annual performance bonus target) to time, elect to enforce which he is entitled pursuant his rights pursuant to the Letter Agreement instead of enforcing his rights pursuant to this Executive Severance Benefit Agreement, in which case the Letter Agreement shall survive and govern, and this Agreement shall cease to be effective, except with respect to Sections 7, 8, and 9 of this Agreement which shall be effective as of the date hereof and shall survive any such election by Executive.

Exclusivity of Benefits. (a) The Executive acknowledges that this Agreement supercedes and replaces all prior agreements shall not be required to mitigate the amount of any benefits hereunder by seeking other employment or understandings otherwise, nor shall the amount of any such benefits be reduced by any compensation earned by the Executive may have with the Company with respect to compensation or benefits that may become payable in connection with or as a result of employment by another employer after the Date of Termination or otherwise. (b) The specific arrangements referred to herein are not intended to exclude any other benefits which may be available to the Executive upon a change in control termination of employment with the Employer pursuant to employee benefit plans of the Company, whether Employer or not such change in control constitutes a Change In Control, including any provisions contained in any employment agreement, offer letter or change in control agreement, except benefits under otherwise. 9. Withholding. All payments required to be made by the Letter Agreement elected pursuant Employer hereunder to the following paragraph and with respect to any Long-Term Incentive Awards which Executive shall be governed by subject to the terms withholding of the Long-Term Incentive Award Agreements. This Agreement also describes all payments and benefits that the Company shall be obligated to provide to Executive upon Executive’s Separation from Service during a Change In Control Protection Period and shall constitute Executive’s agreement to waive any rights to payment under the Celanese Americas Separation Pay Plan, any similar or successor plan adopted by the Company, and any other term of employment contained in any employment agreement, offer letter, change in control agreement or otherwise (other than benefits to which he/she may be entitledsuch amounts, if any: (i) under , relating to tax and other payroll deductions as the Employer may reasonably determine should be withheld pursuant to any Celanese plan qualified under Section 401(a) applicable law or regulation. 10. Assignability. The Bank may assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any corporation, bank or other entity with or into which the Bank may hereafter merge or consolidate or to which the Bank may transfer all or substantially all of its assets, if in any such case said corporation, bank or other entity shall by operation of law or expressly in writing assume all obligations of the Internal Revenue CodeEmployer hereunder as fully as if it had been originally made a party hereto, including the Celanese Americas Retirement Pension Plan but may not otherwise assign this Agreement or their rights and Celanese Americas Retirement Savings Plan; and (ii) under the 2008 Celanese Deferred Compensation Plan) to the extent that the circumstances giving right to such right to payment would constitute a Separation of Service during a Change In Control Protection Periodobligations hereunder. The parties hereto acknowledge Executive may not assign or transfer this Agreement or any rights or obligations hereunder. 11. Notice. For the existence purposes of that certain letter agreement, dated March 18, 2005, between Celanese and Executive (the “Letter Agreement”). The parties hereto further acknowledge that the Letter Agreement continues to be legal, valid, binding, and enforceable in accordance with its terms. In addition, notwithstanding anything to the contrary set forth in this Agreement, the parties hereto acknowledge that Executive may, at any time, notices and from time to time, elect to enforce his rights pursuant to the Letter Agreement instead of enforcing his rights pursuant to this Agreement, all other communications provided for in which case the Letter Agreement shall survive and govern, and this Agreement shall cease to be effective, except with respect to Sections 7, 8, in writing and 9 of this Agreement which shall be effective as deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below: To the Bank: President and Chief Executive Officer U.S. Century Bank 2301 N.W. 87 th Avenue Doral, Florida 33172 To the Executive: Jxxxx "Jxx" Sxxxxxxx At the address last appearing on the personnel records of the date hereof and shall survive any such election by Executive.Employer

Exclusivity of Benefits. If Executive acknowledges that this Agreement supercedes and replaces all prior agreements or understandings Executive may have with the Company with respect to compensation receives pay or benefits that may become payable in connection with pursuant to this Agreement, Executive understands and acknowledges he/she shall not be eligible to receive any other form of severance and/or separation pay or as a result of a change in control of benefits from the Company, whether or not such change in control constitutes a Change In Control, including any provisions contained in any employment agreement, offer letter or change in control agreement, except benefits under the Letter Agreement elected as may otherwise expressly and specifically be provided for pursuant to the following paragraph terms of a subsequently entered into agreement between the Company and with respect Executive. Further, if Executive receives pay or benefits pursuant to this Agreement, Executive understands and acknowledges the compensation, benefits and other consideration provided hereunder shall constitute his/her sole and exclusive rights to any Long-Term Incentive Awards which shall be governed by the terms of the Long-Term Incentive Award Agreements. This Agreement also describes all payments and or benefits that the Company shall be obligated to provide to Executive upon Executive’s Separation from Service during a Change In Control Protection Period and shall constitute Executive’s agreement to waive any rights to payment under the Celanese Americas Separation Pay Plan, any similar or successor plan adopted by the CompanyEDS, and any other term of employment contained in any employment agreement, offer letter, change in control agreement Executive shall receive no consideration or otherwise (benefits other than those expressly granted herein, except for benefits to which he/she may be entitled, if any: (i) under any Celanese EDS plan qualified under Section 401(a) of the Internal Revenue Code, including the Celanese Americas EDS Retirement Pension Plan and Celanese Americas Retirement Savings EDS 401(k) Plan; and (ii) under the 2008 Celanese Deferred Compensation PlanEDS Benefit Restoration Plan or EDS Supplemental Executive Retirement Plan (“SERP”), including as modified pursuant to Executive’s Employment Agreement; (iv) pursuant to the extent any indemnification agreements between Executive and EDS; or (v) under any applicable directors and officers or other liability insurance policies. 1 It is expressly acknowledged and agreed that the circumstances giving right term “performance based restricted stock units” referenced in Section 5(B) above includes any performance based restricted stock units previously awarded to Executive pursuant to an agreement containing language indicating that an “existing change of control agreement” shall have no force or effect on such right to payment would constitute a Separation of Service during a Change In Control Protection Periodstock units. The parties hereto acknowledge the existence of Indeed, it is further acknowledged and agreed that certain letter agreement, dated March 18, 2005, any language contained in existing performance restricted stock unit award agreements between Celanese and Executive (the “Letter Agreement”). The parties hereto further acknowledge that the Letter Agreement continues to be legal, valid, binding, and enforceable in accordance with its terms. In addition, notwithstanding anything to the contrary set forth in this Agreement, the parties hereto acknowledge indicating that Executive may, at any time, an “existing change of control agreement” shall have no force or effect on such stock units is null and from time to time, elect to enforce his rights pursuant to the Letter Agreement instead void and of enforcing his rights pursuant to this Agreement, in which case the Letter Agreement shall survive and govern, and this Agreement shall cease to be effective, except with respect to Sections 7, 8, and 9 of this Agreement which shall be effective as of the date hereof and shall survive any such election by Executiveno further force or effect.

Exclusivity of Benefits. If Executive acknowledges that this Agreement supercedes and replaces all prior agreements or understandings Executive may have with the Company with respect to compensation receives pay or benefits that may become payable in connection with pursuant to this Agreement, Executive understands and acknowledges he/she shall not be eligible to receive any other form of severance and/or separation pay or as a result of a change in control of benefits from the Company, whether or not such change in control constitutes a Change In Control, including any provisions contained in any employment agreement, offer letter or change in control agreement, except benefits under the Letter Agreement elected as may otherwise expressly and specifically be provided for pursuant to the following paragraph terms of a subsequently entered into agreement between the Company and with respect Executive. Further, if Executive receives pay or benefits pursuant to this Agreement, Executive understands and acknowledges the compensation, benefits and other consideration provided hereunder shall constitute his/her sole and exclusive rights to any Long-Term Incentive Awards which shall be governed by the terms of the Long-Term Incentive Award Agreements. This Agreement also describes all payments and or benefits that the Company shall be obligated to provide to Executive upon Executive’s Separation from Service during a Change In Control Protection Period and shall constitute Executive’s agreement to waive any rights to payment under the Celanese Americas Separation Pay Plan, any similar or successor plan adopted by the CompanyEDS, and any other term of employment contained in any employment agreement, offer letter, change in control agreement Executive shall receive no consideration or otherwise (benefits other than those expressly granted herein, except for benefits to which he/she may be entitled, if any: (i) under any Celanese EDS plan qualified under Section 401(a) of the Internal Revenue Code, including the Celanese Americas EDS Retirement Pension Plan and Celanese Americas Retirement Savings EDS 401(k) Plan; and (ii) under the 2008 Celanese Deferred Compensation PlanEDS Benefit Restoration Plan or EDS Supplemental Executive Retirement Plan (“SERP”), including as modified pursuant to Executive’s Employment Agreement; (iv) pursuant to the extent any indemnification agreements between Executive and EDS; or (v) under any applicable directors and officers or other liability insurance policies. 1 It is expressly acknowledged and agreed that the circumstances giving right term “performance based restricted stock units” referenced in Section 5(B) above includes any performance based restricted stock units previously awarded to Executive pursuant to an agreement containing language indicating that an “existing change of control agreement” shall have no force or effect on such right to payment would constitute a Separation of Service during a Change In Control Protection Periodstock units. The parties hereto acknowledge the existence of Indeed, it is further acknowledged and agreed that certain letter agreement, dated March 18, 2005, any language contained in existing performance restricted stock unit award agreements between Celanese and Executive (the “Letter Agreement”). The parties hereto further acknowledge that the Letter Agreement continues to be legal, valid, binding, and enforceable in accordance with its terms. In addition, notwithstanding anything to the contrary set forth in this Agreement, the parties hereto acknowledge indicating that Executive may, at any time, an “existing change of control agreement” shall have no force or effect on such stock units is null and from time to time, elect to enforce his rights pursuant to the Letter Agreement instead void and of enforcing his rights pursuant to this Agreement, in which case the Letter Agreement shall survive and govern, and this Agreement shall cease to be effective, except with respect to Sections 7, 8, and 9 of this Agreement which shall be effective as of the date hereof and shall survive any such election by Executiveno further force or effect.