exv10w5wb









    Exhibit 10.5(b)
    



 




    AMENDMENT TO
    NONQUALIFIED

    STOCK OPTION AGREEMENT
    



 





    THIS AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT is
    effective as of April 2, 2007, between Celanese Corporation
    (the “Company”) and
    ­
    ­ (the “Participant”).



 




    RECITALS
    



 



    WHEREAS, the Company and the Participant have entered into a
    Nonqualified Stock Option Agreement, effective as of
    January 21, 2005 (the “Agreement”), pursuant to
    which the Participant was granted an Option pursuant to the
    Celanese Corporation Deferred Compensation Plan, as from time to
    time amended (the “Plan”); and



 



    WHEREAS, the Committee has determined that it would be in the
    best interests of the Company and its stockholders for the
    Agreement to be amended in certain respects.



 



    NOW, THEREFORE, for good and valuable consideration, the receipt
    of which is hereby acknowledged, the parties agree as follows:



 



    1.  Definitions.     Capitalized
    terms not otherwise defined herein shall have the meanings
    ascribed to such terms in the Agreement for the Plan, as the
    case may be.



 



    2.   Amendments to Agreement.



 



    (a)     Section 4(a)(i) of the
    Agreement is hereby amended in its entirety to read as follows:



 


			
	 	    (i)     
	
    Termination by the Company without cause, Termination by the
    Participant with Good Reason or Termination Due to Death,
    Disability or Retirement. If the Participant’s Employment
    with the Company and its Affiliates is terminated (A) by
    the Company without Cause, (B) by the Participant with Good
    Reason or (C) due to the Participant’s death,
    Disability or Retirement, the Participant may exercise:




 


			
	 	    (x)  
	
    the Vested Portion of the Time Option for a period ending on the
    earlier of (I) the later of (1) December 31 of the
    calendar year in which falls the first anniversary of the date
    of such termination or (2) the
    15th day

    of the third month immediately following the month in which
    falls the first anniversary of the date of such termination and
    (II) the Expiration Date; and

	 
	 	    (y)  
	
    the Vested Portion of Performance Option for a period ending on
    the earlier of (I) the latest of (1) December 31 of
    the calendar year in which falls the first anniversary of the
    date of such termination, (2) the
    15th day

    of the third month immediately following the month in which
    falls the first anniversary of the date of such termination and
    (3) 90 days following the date the total Vested
    Portion of such Performance Option is determined and
    (II) the Expiration Date; and




 



    (b)     Section 4(a)(ii) of the
    Agreement is hereby amended in its entirety to read as follows:



 


			
	 	    (ii)    
	
    Termination by the Participant without Good Reason. If the
    Participant’s Employment with the Company and its
    Affiliates is terminated by the Participant without Good Reason,
    the Participant may exercise the Vested Portion of an Option for
    a period ending on the earlier of (A) 90 days
    following the date of such termination and (B) the
    Expiration Date; provided, however, that if the date of such
    termination is on or after December 31, 2010, then the
    Participant may exercise the Vested Portion of an Option for a
    period ending on the earlier of (I) the later of
    (1) December 31 of the calendar year in which falls
    the
    90th day

    following the date of such termination or (2) the
    15th day

    of the third month following the month in which falls the
    90th day

    following the date of such termination and (II) the
    Expiration Date; and















 






 



    3.  Agreement Remains In
    Effect.  Except as modified hereby, the Agreement
    shall remain in full force and effect.



 



    *  *  *  *  *



 


 



    IN WITNESS WHEREOF, this Agreement has been executed and
    delivered by the parties hereto.



 


 




    CELANESE
    CORPORATION



 


 



    Agreed to this
    ­
    ­ day of
    ­
    ­, 2007



 






    [Name]