Celanese Corporation
0000 Xxxx XXX Xxxxxxx
Xxxxxx, XX 00000-0000
Xxxxx X. Xxxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
February 23, 2005
Xx. Xxxxxx Xxxx
Xxxxxxxxx Xxxxxxxxxx Xxx.
00000 Xxxxxxxxxxx, Xxxxxxx
Dear Xxxxxx:
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
$3,960,000 (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
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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 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.
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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.
Please sign the enclosed copy of this Agreement confirming your agreement to the
above.
Yours sincerely,
/s/ Xxxxx X. Xxxxxxx
----------------------------------
Xxxxx X. Xxxxxxx
President and Chief Executive
Officer
Agreed and Accepted
/s/ Xxxxxx Xxxx
-----------------------------
February 24, 2005
