EX-10.1



 







    Exhibit 10.1



 




    AMENDED
    AND RESTATED EMPLOYMENT AGREEMENT



 



    EMPLOYMENT AGREEMENT (the “Agreement”) dated as of
    July 26, 2007 (the “Effective Date”) by and
    between Celanese Corporation (the “Company”) and John
    J. Gallagher III (the “Executive”).



 



    The Company desires to employ Executive and to enter into an
    agreement embodying the terms of such employment;



 



    Executive desires to accept such employment and enter into such
    an agreement;



 



    In consideration of the premises and mutual covenants herein and
    for other good and valuable consideration, the parties agree as
    follows:



 



    1. Term of Employment. Subject to the provisions of
    Section 7 of this Agreement, Executive shall be employed by
    the Company for a period commencing as of the Effective Date and
    ending on March 31, 2010 (the “Employment Term”)
    on the terms and subject to the conditions set forth in this
    Agreement. A termination of Executive’s employment with the
    Company as a result of expiration of the Employment Term shall
    be referred to as a “Non-Renewal” of this Agreement.



 



    2. Position.



 



    a. During the Employment Term, Executive shall serve as the
    Company’s Executive Vice President and President, Acetyls
    Intermediates and Celanese Asia. In such position, Executive
    shall have such duties and authority as shall be determined from
    time to time by the Board of Directors of the Company (the
    “Board”) and the Chief Executive Officer of the
    Company.



 



    b. During the Employment Term, Executive will devote
    Executive’s full business time and best efforts to the
    performance of Executive’s duties hereunder and will not
    engage in any other business, profession or occupation for
    compensation or otherwise which would conflict or interfere with
    the rendition of such services either directly or indirectly,
    without the prior written consent of the Board; provided that
    nothing herein shall preclude Executive, (i) subject to the
    prior approval of the Board, from accepting appointment to or
    continue to serve on any board of directors or trustees of any
    business corporation or any charitable organization or
    (ii) from participating in charitable activities or
    managing personal investments; provided in each case, and in the
    aggregate, that such activities do not conflict or interfere
    with the performance of Executive’s duties hereunder or
    conflict with Section 8.



 



    3. Base Salary. During the Employment Term, the Company
    shall pay Executive a base salary at the annual rate of
    $675,000, payable in regular installments in accordance with the
    Company’s usual payment practices. Executive shall be
    entitled to such increases (but no decreases) in
    Executive’s base salary, if any, as may be determined from
    time to time in the sole discretion of the Board.
    Executive’s annual base salary, as in effect from time to
    time, is hereinafter referred to as the “Base Salary”.



 



    4. Annual Bonus. With respect to each full calendar year
    during the Employment Term, Executive shall be eligible to earn
    an annual bonus award (an “Annual Bonus”) targeted at
    eighty percent (80%) of Executive’s Base Salary (the
    “Target”), payout to range from 0-200% of Target,
    based upon the achievement of performance targets established by
    the Board.



 



    5. Employee Benefits; NQSOs. During the Employment Term,
    Executive shall be entitled to participate in the Company’s
    compensation and employee benefit plans (other than annual bonus
    and severance plans) as in effect from time to time
    (collectively Employee Benefits”), on the same basis as
    those benefits are generally made available to other senior
    executives of the Company. Executive shall also receive certain
    relocation and other related benefits pursuant to the Celanese
    International Long-Term Assignment Agreement (“CILA
    Agreement”) to be entered into between the Company and
    Executive.



 



    On July 25, 2007, the Company granted Executive 120,000
    non-qualified stock options (the “NQSO Grant”) at the
    fair market value on the date of grant. Executive and the
    Company shall enter into a Nonqualified Stock Option Agreement
    which will set forth the terms of the NQSO Grant, including that
    a percentage of the NQSO













 






    Grant will vest on each of the following dates in accordance
    with the following schedule:



 



    January 1, 2009: 10%



 



    January 1, 2010: 30%



 



    January 1, 2011: 30%



 



    January 1, 2012: 30%



 



    6. Business Expenses. During the Employment Term,
    reasonable business expenses incurred by Executive in the
    performance of Executive’s duties hereunder shall be
    reimbursed by the Company in accordance with Company policies
    and the CILA Agreement.



 



    7. Termination. The Employment Term and Executive’s
    employment hereunder may be terminated by either party at any
    time for any reason; provided that Executive will be required to
    give the Company at least 30 days advance written notice of
    any resignation of Executive’s employment. Notwithstanding
    any other provision of this Agreement, the provisions of this
    Section 7 shall exclusively govern Executive’s rights
    upon termination of employment with the Company and its
    affiliates; provided, however, that the terms and conditions of
    the other written agreements between the Company and Executive
    shall be followed insofar as they provide supplemental rights or
    privileges with respect to equity or deferred compensation.



 



    a. By the Company For Cause or By Executive Resignation
    Without Good Reason.



 



    (i) The Employment Term and Executive’s employment
    hereunder may be terminated by the Company for Cause (as defined
    below) and shall terminate automatically upon Executive’s
    resignation without Good Reason (as defined in
    Section 7(c)).



 



    (ii) For purposes of this Agreement, “Cause”
    shall mean (A) Executive’s willful failure to perform
    Executive’s duties hereunder (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 Executive of such failure, (B) conviction of, or
    a plea of nolo contendere to, (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, (C) Executive’s willful malfeasance or
    willful misconduct which is demonstrably injurious to the
    Company, (D) any act of fraud by Executive or
    (E) Executive’s breach of the provisions of
    Sections 8 or 9 of this agreement.



 



    (iii) If Executive’s employment is terminated by the
    Company for Cause, or if Executive resigns without Good Reason,
    Executive shall be entitled to receive:



 



    (A) the Base Salary through the date of termination;



 



    (B) any Annual Bonus earned but unpaid as of the date of
    termination for any previously completed fiscal year;



 



    (C) reimbursement for any unreimbursed business expenses
    properly incurred by Executive in accordance with Company policy
    and CILA Agreement prior to the date of Executive’s
    termination; and



 



    (D) such Employee Benefits, if any, as to which Executive
    may be entitled under the employee benefit plans of the Company
    or its affiliates (the amounts described in clauses (A)
    through (D) hereof being referred to as the “Accrued
    Rights”).



 



    Following such termination of Executive’s employment by the
    Company for Cause or resignation by Executive without Good
    Reason, except as set forth in this Section (a)(iii), Executive
    shall have no further rights to any compensation or any other
    benefits under this Agreement.



 



    b. Disability or Death.



 



    (i) The Employment Term and Executive’s employment
    hereunder shall terminate upon Executive’s death and may be
    terminated by the Company if Executive becomes physically or
    mentally incapacitated and is therefore unable for a period of
    six (6) consecutive months or for an aggregate of nine
    (9) months in any twenty-four (24) consecutive month
    period to perform Executive’s duties (such incapacity is
    hereinafter referred to as “Disability”).



 



    (ii) Upon termination of Executive’s employment
    hereunder for either Disability or death, Executive or
    Executive’s estate (as the case may be) shall be entitled
    to receive the Accrued Rights. Following Executive’s













 






    termination of employment due to death or Disability, except as
    set forth in this Section 7(b)(ii), Executive shall have no
    further rights to any compensation or any other benefits under
    this Agreement.



 



    c. By the Company Without Cause or Resignation by Executive
    for Good Reason.



 



    (i) The Employment Term and Executive’s employment
    hereunder may be terminated by the Company without Cause or by
    Executive’s resignation for Good Reason; provided, however,
    that Non-Renewal of this Agreement shall be treated as a
    termination of employment during the Employment Term without
    Cause except in the event of (a) Cause; or
    (b) Executive’s rejection of the offer of continued
    employment on terms and conditions not materially less
    advantageous to Executive as those in effect immediately prior
    to the Non-Renewal of this Agreement (a “Non-Renewal
    without Cause”). In addition, a Non-Renewal without Cause
    shall be treated as a Good Termination for purposes of the
    Company’s Deferred Compensation Plan, 2004 Stock Incentive
    Plan or any other plans or programs of the Company that employs
    a Good Termination definition or employs any comparable concept.



 



    (ii) For purposes of this Agreement, “Good
    Reason” shall mean (A) any reduction in
    Executive’s Base Salary or Annual Bonus opportunity or
    (B) any substantial diminution in Executive’s position
    or duties, adverse change in reporting lines or assignment of
    duties materially inconsistent with Executive’s position
    (other than in connection with an increase in responsibility or
    a promotion); provided that the events described in
    clauses (A) or (B) of this Section 7(c)(ii) shall
    constitute Good Reason only if the Company fails to cure such
    event within 30 days after receipt from Executive of
    written notice of the event which constitutes Good Reason.



 



    (iii) If Executive’s employment is terminated by the
    Company without Cause (other than by reason of death or
    Disability) or if Executive resigns for Good Reason, Executive
    shall be entitled to receive:



 



    (A) the Accrued Rights;



 



    (B) a pro rata portion of any Annual Bonus, if any, that
    Executive would have been entitled to receive pursuant to
    Section 4 hereof in such year based upon the percentage of
    the fiscal year that shall have elapsed through the date of
    Executive’s termination of employment, payable when such
    Annual Bonus would have otherwise been payable had
    Executive’s employment not terminated, and



 



    (C) subject to Executive’s continued compliance with
    the provisions of Sections 8 and 9, (x) continued
    payment of the Base Salary until twelve months after the date of
    such termination and (y) payment of Executive’s Target
    Annual Bonus for the year of termination, payable over the
    twelve month period after the date of such termination, in
    accordance with the Company’s usual payroll practice;
    provided that the aggregate amount described in this
    clause (C) shall be reduced by the present value of any
    other cash severance or termination benefits payable to
    Executive under any other plans, programs or arrangements of the
    Company or its affiliates.



 



    Following Executive’s termination of employment by the
    Company without Cause (other than by reason of Executive’s
    death or Disability) or by Executive’s resignation for Good
    Reason, except as set forth in this Section 7(c)(iii),
    Executive shall have no further rights to any compensation or
    any other benefits under this Agreement.



 



    d. Continued Employment Beyond the Expiration of the
    Employment Term. Unless the parties otherwise agree in writing,
    continuation of Executive’s employment with the Company
    beyond the expiration of the Employment Term shall be deemed an
    employment at-will and shall not be deemed to extend any of the
    provisions of this Agreement and Executive’s employment may
    thereafter be terminated at will by either Executive or the
    Company; provided that the provisions of Sections 8, 9 and
    10 of this Agreement shall survive any termination of this
    Agreement or Executive’s termination of employment
    hereunder.



 



    e. Notice of Termination. Any purported termination of
    employment by the Company or by Executive (other than due to
    Executive’s death) shall be communicated by written Notice
    of Termination to the other party hereto in accordance with
    Section 11(g) hereof. For purposes of this Agreement, a
    “Notice of Termination” shall mean a notice which
    shall indicate the specific termination provision in this
    Agreement relied upon and shall set forth in reasonable detail
    the facts and circumstances claimed to provide a basis for
    termination of employment under the provision so indicated.



 



    f. Board/Committee Resignation. Upon termination of
    Executive’s employment for any reason, Executive agrees to
    resign, as of the date of such termination and to the extent
    applicable, from the Board (and any













 






    committees thereof) and the Board of Directors (and any
    committees thereof) of any of the Company’s affiliates.



 



    8. Non-Competition.



 



    a. Executive acknowledges and recognizes the highly
    competitive nature of the businesses of the Company and its
    affiliates and accordingly agrees as follows:



 



    (1) During the Employment Term and, for a period of one
    year following the date Executive ceases to be employed by the
    Company (the “Restricted Period”), Executive will not,
    whether on Executive’s own behalf or on behalf of or in
    conjunction with any person, firm, partnership, joint venture,
    association, corporation or other business organization, entity
    or enterprise whatsoever (“Person”), directly or
    indirectly solicit or assist in soliciting in competition with
    the Company, the business of any client or prospective client:



 



    (i) with whom Executive had personal contact or dealings on
    behalf of the Company during the one year period preceding
    Executive’s termination of employment;



 



    (ii) with whom employees reporting to Executive have had
    personal contact or dealings on behalf of the Company during the
    one-year immediately preceding the Executive’s termination
    of employment; or



 



    (iii) for whom Executive had direct or indirect
    responsibility during the one-year period immediately preceding
    Executive’s termination of employment.



 



    (2) During the Restricted Period, Executive will not
    directly or indirectly:



 



    (i) engage in any business that competes with the business
    of the Company or its affiliates (including, without limitation,
    businesses which the Company or its affiliates have specific
    plans to conduct in the future and as to which Executive is
    aware of such planning) (a “Competitive Business”);



 



    (ii) enter the employ of, or render any services to, any
    Person (or any division or controlled or controlling affiliate
    of any Person) who or which engages in a Competitive Business;



 



    (iii) acquire a financial interest in, or otherwise become
    actively involved with, any Competitive Business, directly or
    indirectly, as an individual, partner, shareholder, officer,
    director, principal, agent, trustee or consultant; or



 



    (iv) interfere with, or attempt to interfere with, business
    relationships (whether formed before, on or after the date of
    this Agreement) between the Company or its affiliates and
    customers, clients, supplier’s partners, members or
    investors of the Company or its affiliates.



 



    (3) Notwithstanding anything to the contrary in this
    Agreement, Executive may directly or indirectly own, solely as
    an investment, securities of any Person engaged in the business
    of the Company or its affiliates which are publicly traded on a
    national or regional stock exchange or on the over-the-counter
    market if Executive (i) is not a controlling person of, or
    a member of a group which controls, such person and
    (ii) does not, directly or indirectly, own 5% or more of
    any class of securities of such Person.



 



    (4) During the Restricted Period, Executive will not,
    whether on Executive’s own behalf or on behalf of or in
    conjunction with any Person, directly or indirectly:



 



    (i) solicit or encourage any employee of the Company or its
    affiliates to leave the employment of the Company or its
    affiliates (other than as a result of a general advertisement of
    employment made by Executive’s subsequent employer or
    business, not directed at any such employee); or



 



    (ii) hire any such employee who was employed by the Company
    or its affiliates as of the date of Executive’s termination
    of employment with the Company or who left the employment of the
    Company or its affiliates coincident with, or within one year
    prior to or after, the termination of Executive’s
    employment with the Company.



 



    (5) During the Restricted Period, Executive will not,
    directly or indirectly, solicit or encourage to cease to work
    with the Company or its affiliates any consultant then under
    contract with the Company or its affiliates.













 






    b. It is expressly understood and agreed that although
    Executive and the Company consider the restrictions contained in
    this Section 8 to be reasonable, if a final judicial
    determination is made by a court of competent jurisdiction that
    the time or territory or any other restriction contained in this
    Agreement is an unenforceable restriction against Executive, the
    provisions of this Agreement shall not be rendered void but
    shall be deemed amended to apply as to such maximum time and
    territory and to such maximum extent as such court may
    judicially determine or indicate to be enforceable.



 



    Alternatively, if any court of competent jurisdiction finds that
    any restriction contained in this Agreement is unenforceable,
    and such restriction cannot be amended so as to make it
    enforceable, such finding shall not affect the enforceability of
    any of the other restrictions contained herein.



 



    9. Confidentiality: Intellectual Property.



 



    a. Confidentiality.



 



    (i) Executive will not at any time (whether during or after
    Executive’s employment with the Company) (x) retain or
    use for the benefit, purposes or account of Executive or any
    other Person; or (y) disclose, divulge, reveal,
    communicate, share, transfer or provide access to any Person
    outside the Company (other than its professional advisers who
    are bound by confidentiality obligations), any non-public,
    proprietary or confidential information — including
    without limitation trade secrets, know-how, research and
    development, software, databases, inventions, processes,
    formulae, technology, designs and other intellectual property,
    information concerning finances, investments, profits, pricing,
    costs, products, services, vendors, customers, clients,
    partners, investors, personnel, compensation, recruiting,
    training, advertising, sales, marketing, promotions, government
    and regulatory activities and
    approvals — concerning the past, current or
    future business, activities and operations of the Company, its
    subsidiaries or affiliates
    and/or any
    third party that has disclosed or provided any of same to the
    Company on a confidential basis (“Confidential
    Information”) without the prior written authorization of
    the Board.



 



    (ii) “Confidential Information” shall not include
    any information that is (a) generally known to the industry
    or the public other than as a result of Executive’s breach
    of this covenant; (b) made legitimately available to
    Executive by a third party without breach of any confidentiality
    obligation; or (c) required by law to be disclosed; provide
    that Executive shall give prompt written notice to the Company
    of such requirement, disclose no more information than is so
    required, and cooperate with any attempts by the Company to
    obtain a protective order or similar treatment.



 



    (iii) Upon termination of Executive’s employment with
    the Company for any reason, Executive shall (x) cease and
    not thereafter commence use of any Confidential Information or
    intellectual property (including without limitation, any patent,
    invention, copyright, trade secret, trademark, trade name, logo,
    domain name or other source indicator) owned or used by the
    Company, its subsidiaries or affiliates; (y) immediately
    destroy, delete, or return to the Company, at the Company’s
    option, all originals and copies in any form or medium
    (including memoranda, books, papers, plans, computer files,
    letters and other data) in Executive’s possession or
    control (including any of the foregoing stored or located in
    Executive’s office, home, laptop or other computer, whether
    or not Company property) that contain Confidential Information
    or otherwise relate to the business of the Company, its
    affiliates and subsidiaries, except that Executive may retain
    only those portions of any personal notes, notebooks and diaries
    that do not contain any Confidential Information; and
    (z) notify and fully cooperate with the Company regarding
    the delivery or destruction of any other Confidential
    Information of which Executive is or becomes aware.



 



    b. Intellectual Property.



 



    (i) If Executive has created, invented, designed,
    developed, contributed to or improved any works of authorship,
    inventions, intellectual property, materials, documents or other
    work product (including without limitation, research, reports,
    software, databases, systems, applications, presentations,
    textual works, content, or audiovisual materials)
    (“Works”), either alone or with third parties, prior
    to Executive’s employment by the Company, that are relevant
    to or implicated by such employment (“Prior Works”),
    Executive hereby grants the Company a perpetual, non-exclusive,
    royalty-free, worldwide, assignable, sublicensable license under
    all rights and intellectual property rights (including rights
    under patent, industrial property, copyright, trademark, trade
    secret, unfair competition and related laws) therein for all
    purposes in connection with the Company’s current and
    future business. A list of all such Works as of the date hereof
    is attached hereto as Exhibit A.













 






    (ii) If Executive creates, invents, designs, develops,
    contributes to or improves any Works, either alone or with third
    parties, at any time during Executive’s employment by the
    Company and within the scope of such employment
    and/or with
    the use of any the Company resources (“Company
    Works”), Executive shall promptly and fully disclose same
    to the Company and hereby irrevocably assigns, transfers and
    conveys, to the maximum extent permitted by applicable law, all
    rights and intellectual property rights therein (including
    rights under patent, industrial property, copyright, trademark,
    trade secret, unfair competition and related laws) to the
    Company to the extent ownership of any such rights does not vest
    originally in the Company.



 



    (iii) Executive agrees to keep and maintain adequate and
    current written records (in the form of notes, sketches,
    drawings, and any other form or media requested by the Company)
    of all Company Works. The records will be available to and
    remain the sole property and intellectual property of the
    Company at all times.



 



    (iv) Executive shall take all requested actions and execute
    all requested documents (including any licenses or assignments
    required by a government contract) at the Company’s expense
    (but without further remuneration) to assist the Company in
    validating, maintaining, protecting, enforcing, perfecting,
    recording, patenting or registering any of the Company’s
    rights in the Prior Works and Company Works. If the Company is
    unable for any other reason to secure Executive’s signature
    on any document for this purpose, then Executive hereby
    irrevocably designates and appoints the Company and its duly
    authorized officers and agents as Executive’s agent and
    attorney in fact, to act for and in Executive’s behalf and
    stead to execute any documents and to do all other lawfully
    permitted acts in connection with the foregoing.



 



    (v) Executive shall not improperly use for the benefit of,
    bring to any premises of, divulge, disclose, communicate,
    reveal, transfer or provide access to, or share with the Company
    any confidential, proprietary or non-public information or
    intellectual property relating to a former employer or other
    third party without the prior written permission of such third
    party. Executive hereby indemnifies, holds harmless and agrees
    to defend the Company and its officers, directors, partners,
    employees, agents and representatives from any breach of the
    foregoing covenant. Executive shall comply with all relevant
    policies and guidelines of the Company, including regarding the
    protection of confidential information and intellectual property
    and potential conflicts of interest. Executive acknowledges that
    the Company may amend any such policies and guidelines from time
    to time, and that Executive remains at all times bound by their
    most current version.



 



    (vi) The provisions of Section 9 shall survive the
    termination of Executive’s employment for any reason.



 



    10. Specific Performance. Executive acknowledges and agrees
    that the Company’s remedies at law for a breach or
    threatened breach of any of the provisions of Section 8 or
    Section 9 would be inadequate and the Company would suffer
    irreparable damages as a result of such breach or threatened
    breach. In recognition of this fact, Executive agrees that, in
    the event of such a breach or threatened breach, in addition to
    any remedies at law, the Company, without posting any bond,
    shall be entitled to cease making any payments or providing any
    benefit otherwise required by this Agreement and obtain
    equitable relief in the form of specific performance, temporary
    restraining order, temporary or permanent injunction or any
    other equitable remedy which may then be available.



 



    11. Miscellaneous.



 



    a. Governing Law. This Agreement shall be governed by and
    construed in accordance with the laws of the State of New York,
    without regard to conflicts of laws principles thereof.



 



    b. Entire Agreement/Amendments. This Agreement contains the
    entire understanding of the parties with respect to the
    employment of Executive by the Company. Other than as
    specifically set forth in other written agreements, between the
    parties, 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.



 



    c. No Waiver. The failure of a party to insist upon strict
    adherence to any term of this Agreement on any occasion shall
    not be considered a waiver of such party’s rights or
    deprive such party of the right thereafter to insist upon strict
    adherence to that term or any other term of this Agreement.



 



    d. Severability. In the event that any one or more of the
    provisions of this Agreement shall be or become invalid, illegal
    or unenforceable in any respect, the validity, legality and
    enforceability of the remaining provisions of this Agreement
    shall not be affected thereby.













 






    e. Assignment. This Agreement, and all of Executive’s
    rights and duties hereunder, shall not be assignable or
    delegable by Executive. Any purported assignment or delegation
    by Executive in violation of the foregoing shall be null and
    void ab initio and of no force and effect. This Agreement may be
    assigned by the Company to a person or entity which is an
    affiliate or successor in interest to substantially all of the
    business operations of the Company. Upon such assignment, the
    rights and obligations of the Company hereunder shall become the
    rights and obligations of such affiliate or successor person or
    entity.



 



    f. Successor; Binding Agreement. This Agreement shall inure
    to the benefit of and be binding upon personal or legal
    representatives, executors, administrators, successors, heirs,
    distributees, devisees and legatees.



 



    g. Notice. For the purpose of this Agreement, notices and
    all other communications provided for in the Agreement shall be
    in writing and shall be deemed to have been duly given when
    delivered by hand or overnight courier or three days after it
    has been mailed by United States registered mail, return receipt
    requested, postage prepaid, addressed to the respective
    addresses set forth below in this Agreement, or to such other
    address as either party may have furnished to the other in
    writing in accordance herewith, except that notice of change of
    address shall be effective only upon receipt.



 


			
	 	    If to the Company:     
	
    1601 West LBJ Freeway





    Dallas, TX
    75234-6034




    Attention: General Counsel



 


			
	 	    If to Executive:       
	
    To the most recent address of Executive set forth in the





    personnel records of the Company.



 



    h. Prior Agreements. This Agreement supersedes all prior
    agreements and understandings (including verbal agreements)
    between Executive and the Company
    and/or its
    affiliates regarding the terms and conditions of
    Executive’s employment with the Company
    and/or its
    affiliates, including, without limitation, the offer letter
    between Executive and the Company (or its predecessor) dated as
    of the Effective Date.



 



    i. Cooperation. Executive shall provide Executive’s
    reasonable cooperation in connection with any action or
    proceeding (or any appeal from any action or proceeding) which
    relates to events occurring during the Executive’s
    employment hereunder. This provision shall survive any
    termination of this Agreement.



 



    j. 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.



 



    k. 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.



 



    IN WITNESS WHEREOF, the parties hereto have duly executed this
    Agreement as of the day and year first above written.



 


	 	 	 
	

    CELANESE CORPORATION


	
 
	
    John J. Gallagher III

	
 
	
 
	
 

	
    /s/  Kevin
    J. Rogan


    
By:    Kevin
    J. Rogan

    Title: Vice President, Human Resources
	
 
	
    /s/  John
    J. Gallagher III