CELANESE CORPORATION 2004 STOCK INCENTIVE PLAN TIME-VESTING RESTRICTED STOCK UNIT AWARD AGREEMENT
Exhibit 10.6
CELANESE
CORPORATION
2004 STOCK INCENTIVE PLAN
2004 STOCK INCENTIVE PLAN
THIS AWARD AGREEMENT is made effective as of April 23, 2008
(the “Date of Grant”), between Celanese Corporation
(the “Company”) and Xxxxxxxxxxx Xxxxxx (the
“Participant”).
R E C I T A
L S:
WHEREAS, the Company has adopted the Plan (as defined below),
the terms of which are hereby incorporated by reference and made
a part of this Award Agreement; and
WHEREAS, the Compensation Committee (the “Committee”)
has determined that it would be in the best interests of the
Company and its stockholders to grant to the Participant an
award of time-based Restricted Stock Units, subject to the terms
set forth herein, which award shall constitute an “Other
Stock-Based Award” pursuant to Section 8 of the Plan;
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties agree as follows:
1. Definitions. Whenever the
following terms are used in this Agreement, they shall have the
meanings set forth below. Capitalized terms not otherwise
defined herein shall have the same meanings as in the Plan.
(a) Total Disability: Total
Disability shall be determined by regulation of the Committee
from time to time in its sole discretion.
(b) Plan: The Celanese Corporation
2004 Stock Incentive Plan, as amended from time to time.
2. Grant of Restricted Stock Units; Dividend
Equivalents. The Company hereby grants to the
Participant, subject to adjustment as set forth in the Plan,
35,000 Restricted Stock Units (together with the Restricted
Stock Units credited pursuant to the succeeding provisions of
this Section 2, hereinafter the “RSUs”). The RSUs
shall be subject to the terms and conditions set forth herein.
The Participant shall be entitled to be credited with dividend
equivalents with respect to the RSUs, calculated as follows: on
each date that a cash dividend is paid by the Company while the
RSUs are outstanding, the Participant shall be credited with an
additional number of RSUs equal to the number of whole Shares
valued at Fair Market Value on such date (rounded up to the
nearest whole share) that could be purchased on such date with
the aggregate dollar amount of the cash dividend that would have
been paid on the RSUs had the RSUs been issued as Shares. The
additional RSUs credited under this Section shall be subject to
the same terms and conditions applicable to the RSUs originally
awarded hereunder, including, without limitation to vesting and
the crediting of additional dividend equivalents.
3. Vesting of Restricted Stock Units.
(a) Subject to the Sections 3(b) and 3(c) below, and
subject to the Participant’s continued Employment with the
Company and its Affiliates, fifty percent (50%) of the RSUs
granted pursuant to this Agreement shall vest on each of
October 1, 2010 and October 3, 2011 (each such date
being referred to as a “Vesting Date”). Each period
between the Date of Grant and a Vesting Date shall be referred
to herein as a “Vesting Period.”
(b) Change in Control. Upon the
occurrence of a Change in Control, RSUs, to the extent not
previously canceled, shall become fully vested.
(c) Termination of Employment.
(i) General. Except as provided in
paragraph (ii) below, if the Participant’s Employment
with the Company and its Affiliates terminates for any reason,
the RSUs, to the extent not then vested, shall be immediately
canceled by the Company without consideration.
(ii) In the event that at any time prior to a Vesting Date,
the Participant’s Employment is terminated due to the
Participant’s death or Total Disability, then the number of
RSUs which become vested (rounded up to the nearest number of
whole shares) with respect to each incomplete Vesting Period on
such termination date shall be equal to the product of
(1) the number of RSUs granted hereunder, as adjusted if
applicable, multiplied by (2) a fraction the numerator of
which is the number of full months during any such Vesting
Period through and including the date of termination and the
denominator of which is the number of full months in each
respective Vesting Period; and
(iii) upon determination of the number of vested RSUs
pursuant to clause (ii) above, all remaining RSUs shall be
canceled without consideration.
4. Settlement of RSUs. As
soon as practicable following each Vesting Date (but in no event
later than
21/2
months after the Vesting Date, or, in the event of a Change in
Control, immediately prior to the occurrence of such Change in
Control), the Company shall deliver to the Participant, in
complete settlement of all vested RSUs, a number of Shares equal
to the number of vested RSUs determined hereunder that have not
previously been settled.
5. No Right to Continued
Employment. Neither the Plan nor this Award
Agreement shall be construed as giving the Participant the right
to be retained in Employment. Further, the Company or its
Affiliate may at any time terminate the Participant’s
Employment, free from any liability or any claim under the Plan
or this Award Agreement, except as otherwise expressly provided
herein.
6. Legend on
Certificates. The certificates representing
the Shares issued in respect of the RSUs shall be subject to
such stop transfer orders and other restrictions as the
Committee may determine is required by the rules, regulations,
and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Shares are
listed, any applicable federal or state laws and the
Company’s Certificate of Incorporation and Bylaws, and the
Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
7. Transferability. An RSU
may not be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by the Participant otherwise
than by will or by the laws of descent and distribution, and any
such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against
the Company or any Affiliate; provided that the designation of a
beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.
8. Taxes. The Company shall
be entitled to require, as a condition of delivery of the Shares
in settlement of the RSUs, that the Participant agree to remit
and when due an amount in cash sufficient to satisfy all current
or estimated future federal, state and local withholding, and
other taxes relating thereto. The Participant may be required to
pay to the Company or its Affiliate and the Company or its
Affiliate shall have the right and is hereby authorized to
withhold from any payment due or transfer made with respect to
the RSUs or from any compensation or other amount owing to a
Participant the amount (in cash, Shares, other securities, other
Awards or other property) of any applicable withholding taxes in
respect of the vesting and or settlement of RSUs (including
withholding of Shares otherwise deliverable in settlement of
RSUs) and to take such action as may be necessary in the
discretion of the Company to satisfy all obligations for the
payment of such taxes.
9. Securities Laws. Upon the
acquisition of any Shares pursuant to the vesting of the RSUs,
the Participant will make or enter into such written
representations, warranties and agreements as the Committee may
reasonably request in order to comply with applicable securities
laws or with this Award Agreement.
10. Notices. Any notice
under this Award Agreement shall be addressed to the Company in
care of its General Counsel, addressed to the principal
executive office of the Company and to the Participant at the
address last appearing in the personnel records of the Company
for the Participant or to either party at such other address as
either party hereto may hereafter designate in writing to the
other. Any such notice shall be deemed effective upon receipt
thereof by the addressee.
11. Governing Law. This
Award Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the
conflicts of laws provisions thereof.
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12. Restricted Stock Units Subject to
Plan. By entering into this Award Agreement
the Participant agrees and acknowledges that the Participant has
received and read a copy of the Plan. The RSUs and the Shares
issued upon vesting thereof are subject to the Plan, which is
hereby incorporated by reference. In the event of a conflict
between any term or provision contained herein and a term or
provision of the Plan, the applicable terms and provisions of
the Plan shall govern and prevail.
13. Signature in
Counterparts. This Award 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.
14. Validity of
Agreement. This Award Agreement shall be
valid, binding and effective upon the Company on the Date of
Grant. However, the RSUs contained in this Award Agreement shall
be forfeited by the Participant and this Award Agreement shall
have no force and effect if it is not duly executed (as outlined
in Section 13) by the Participant within sixty
(60) days of the Date of Grant.
This Time-vesting Restricted Stock Unit Award Agreement dated
April 23, 2008 has been delivered to Participant pursuant
to such action approved by the Committee on the Grant Date and
can be accepted only by the signature of the Participant and
timely delivery thereof to the Company in accordance with the
terms of this Agreement.
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IN WITNESS WHEREOF, this Award Agreement has been executed and
delivered by the parties hereto.
| CELANESE CORPORATION | ||
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By:
/s/ Xxxxx
X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chairman and Chief Executive Officer |
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Date: June 10, 2008
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ACCEPTED AND AGREED
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PARTICIPANT | |
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By:
/s/ Xxxxxxxxxxx
Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Vice President, Finance and Treasurer Employee ID: [Redacted] |
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Date: June 9, 2008
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