exv10w19







	 	 	 	 	 
	
    
	
 
	
 
	
    Exhibit 10.19
	
 









 




    AGREEMENT
    AND GENERAL RELEASE



 



    Celanese Corporation, it’s subsidiaries and its affiliates,
    (“Employer” or “Company”),
    1601 West LBJ Freeway, Dallas, Texas 75234 and Michael
    L. Summers, his heirs, executors, administrators,
    successors, and assigns (“Employee”), agree
    that:



 


		
	    1. 
	    Last Day of Employment (Departure
    Date).  The last day of employment with
    Celanese is scheduled to be March 31, 2010, or such earlier
    date as the Company may determine in its sole discretion, but in
    no event earlier than January 1, 2010, (the
    “Departure Date”). Unless otherwise expressly
    agreed to by the Company, if Employee voluntarily resigns before
    the Departure Date, he shall immediately be removed from the
    payroll and forfeit all rights to the consideration set forth in
    Paragraphs 2(b), (c) and (h) below.

	 
	    2. 
	    Consideration. Each separate installment
    under this Agreement shall be treated as a separate payment for
    purposes of determining whether such payment is subject to or
    exempt from compliance with the requirements of
    Section 409A of the Internal Revenue Code. In consideration
    for signing this Agreement and compliance with the promises made
    herein, Employer and Employee agree:




 



    a. Voluntary Resignation. Employee
    agrees to voluntarily resign from the Employer effective on the
    Departure Date. Effective as of the close of business on such
    Departure Date, Employee will resign from all positions he holds
    as a corporate officer of the Company (including without
    limitation any positions as an officer, employee
    and/or
    director), and from all positions held on behalf of the Company
    (e.g., external board memberships, internal committee positions).



 



    b. Separation Pay. The Company will pay
    an amount equal to his current annual base salary plus target
    bonus, for a total payment of $612,000, less any lawful
    deductions. Such amount shall be paid in installments as
    follows; (i) the first installment in the amount of
    $306,000 (representing 50% of the total payment) will be paid
    within 30 business days of the Departure Date, and (ii) the
    remaining $306,000 will be paid in thirteen
    (13) substantially equal bi-weekly installments that begin
    within 30 days of the Departure Date.



 



    c. Bonus. Employee will be eligible to
    receive a full year bonus payout for 2009 and, if the Departure
    Date is after January 31, 2010, for 2010, a pro-rata bonus
    payout based on the number of full months of service completed
    2010. The 2009 bonus payout will be paid to the Employee during
    the 2010 calendar year, but in no event later than
    March 15, 2010. The 2010 pro-rata bonus payout, if any,
    will be paid no later than May 1, 2010. The full year 2009
    bonus and, if applicable, the pro-rata 2010 bonus payouts will
    be based on the target bonus for a salary
    level 2 employee (70% of annual base salary), without
    modification for Company performance or Employee’s
    individual performance (a 1.0 personal modifier).
    Accordingly, and subject to the foregoing, for purposes of the
    pro-rata bonus calculations under this section Employee
    will be credited $21,000 for each full month of service.



 



    d. Equity and Long-Term Incentive Cash
    Awards. Except as otherwise set forth in this
    Section 2(d), Employee’s rights to any outstanding
    equity awards in connection with his termination of employment
    shall continue to be governed by the terms of the agreements
    pursuant to which such awards were granted (the “Equity
    Agreements”). For the purpose of the Equity Agreements,
    Employee shall be considered to have been terminated without
    “Cause,” as such term is defined in the Equity
    Agreements. The amounts payable under such Equity Agreements and
    set forth in this section are examples of the amounts to which
    Employee would be entitled to receive assuming the Departure
    Date is March 31, 2010. If the Company agrees to change the
    Departure Date, the pro-rated amounts below shall be adjusted
    accordingly. Employee acknowledges and agrees that he forfeits
    any and all rights to the 2009 Long-Term Incentive awards which
    were approved by the Compensation Committee of the Board of
    Directors of the Company on September 9, 2009.





    

    –1–








 







    Pursuant to the terms of the Employee’s time-vested
    Restricted Stock Unit Agreement dated July 23, 2008, 100%
    of the remaining unvested units (10,500 units) shall
    vest on the Departure Date.



 



    Pursuant to the terms of the Employee’s Performance-Based
    Restricted Stock Unit Agreement dated July 23, 2008 the
    Employee will vest in a prorated target award of 4,125 RSUs
    (22/24ths) on the Departure Date. All remaining unvested
    restricted stock units issued pursuant to the Employee’s
    Performance-Based Restricted Stock Unit Agreement dated
    July 23, 2008 shall be canceled on the Departure Date with
    no additional consideration.



 



    Pursuant to the terms of the Employee’s Performance-Vesting
    Restricted Stock Unit Award Agreement dated December 11,
    2008, the Employee will vest in a prorated target award of 4,706
    RSUs (16/34ths) that will vest on October 14, 2011 based on
    Company achievement of performance metrics. All remaining
    unvested restricted stock units issued pursuant to the
    Employee’s Performance-Vesting Restricted Stock Unit Award
    Agreement dated December 11, 2008 shall be canceled on the
    Departure Date with no additional consideration.



 



    Pursuant to the terms of the Employee’s 2008 Long-Term
    Incentive Cash Award Agreement dated December 11, 2008, the
    Employee will vest in a prorated cash award of $170,588
    (16/34ths) that will be payable on or after April 15, 2010.
    The remaining unvested cash award issued pursuant to the
    Employee’s 2008 Long-Term Incentive Cash Award Agreement
    dated December 11, 2008 shall be canceled on the Departure
    Date with no additional consideration.



 



    e. Pension and 401(k) Plan
    Vesting. If Employee is eligible, the Employer will
    fulfill its obligations according to the terms of the respective
    Plans.



 



    f. Unused Vacation. Employee will be
    entitled to four (4) weeks vacation for 2010. The Employer
    will pay to Employee wages for any unused vacation for 2010 and
    any approved vacation carried over from 2009 under the standard
    procedure for calculating and paying any unused vacation to
    separated employees. The gross amount due to Employee, less any
    lawful deductions, will be payable within 30 days of the
    Departure Date; subject to the Employee providing the
    details of any vacation days utilized during 2009 and 2010
    through the exit interview process.



 



    g. Company Benefit
    Plans. Healthcare & dental plan coverage
    based on the Employee’s current health & dental
    plan elections will continue until the end of the month in which
    the Employee separates, in this case March 31, 2010
    (assuming a March 31, 2010 Departure Date). All other
    normal Company programs (e.g., life insurance, long term
    disability, 401(k) contributions, etc.) will continue through
    the Departure Date.



 



    h. COBRA Reimbursement and Continued Medical Plan
    Coverage. If the Employee elects to continue his
    coverage (and the coverage of his eligible family members) under
    the Employer’s medical and dental plans for active
    employees pursuant to the requirements of the Consolidated
    Omnibus Reconciliation Act of 1985, as amended
    (“COBRA”), the Employer will provide twelve
    (12) months of Company-paid COBRA health care
    coverage if elected by Employee.



 



    Following the expiration of the Employee’s COBRA coverage,
    the Employee may continue his coverage (and the coverage of
    those eligible family members who have exhausted their COBRA
    coverage) under the Employer’s medical plan for active
    employees until the Employee attains age 65 provided that
    the Employee pays each required monthly premium no later than
    the thirtieth (30) day of the calendar month for which such
    monthly premium is due. The required monthly premium for this
    continued medical plan coverage shall be the greater of
    (i) the monthly COBRA premium under the Employer’s
    medical plan for active employees or (ii) the monthly
    retiree premium under the Employer’s medical plan for
    retirees, as applicable to the type of coverage elected by the
    Employee for each month of the Employee’s continued medical
    plan coverage. This right to continue medical plan coverage
    beyond the COBRA coverage period shall terminate as of the first
    day of the calendar month for which the Employee fails to timely
    pay the required monthly premium in full.



 



    i. Return of Company Property. Employee
    will surrender to Employer, on his last day of employment, all
    Company materials, including, but not limited to his Company
    car, laptop computer, phone, credit card,






    

    –2–








 







    calling cards, etc. Employee will be responsible for resolving
    any outstanding balances on the Company credit card.



 



    j. Withholding. The payments and other
    benefits provided under this Agreement shall be reduced by
    applicable withholding taxes and other lawful deductions.



 


		
	    3. 
	    No Consideration Absent Execution of this
    Agreement.  Employee understands and agrees
    that he would not receive the monies
    and/or
    benefits specified in Paragraph 2 above, unless the
    Employee signs this Agreement on the signature page without
    having revoked this Agreement pursuant to Paragraph 16
    below and the fulfillment of the promises contained herein.

	 
	    4. 
	    General Release of Claims.  Employee
    knowingly and voluntarily releases and forever discharges, to
    the full extent permitted by law, in all countries, including
    but not limited to the U.S., the Peoples Republic of China
    (PRC), U.K. and Germany, the Employer, its parent corporation,
    affiliates, subsidiaries, divisions, predecessors, successors
    and assigns and the current and former employees, officers,
    directors and agents thereof (collectively referred to
    throughout the remainder of this Agreement as
    “Employer”), of and from any and all claims,
    known and unknown, asserted and unasserted, Employee has or may
    have against Employer as of the date of execution of this
    Agreement, including, but not limited to, any alleged violation
    of:




 


			
	 	    •  
	
    Title VII of the Civil Rights Act of 1964, as amended;

	 	    •  
	
    The Civil Rights Act of 1991;

	 	    •  
	
    Sections 1981 through 1988 of Title 42 of the United
    States Code, as amended;

	 	    •  
	
    The Employee Retirement Income Security Act of 1974, as amended;

	 	    •  
	
    The Immigration Reform and Control Act, as amended;

	 	    •  
	
    The Americans with Disabilities Act of 1990, as amended;

	 	    •  
	
    The Age Discrimination in Employment Act of 1967, as
    amended;

	 	    •  
	
    The Workers Adjustment and Retraining Notification Act, as
    amended;

	 	    •  
	
    The Occupational Safety and Health Act, as amended;

	 	    •  
	
    The Sarbanes-Oxley Act of 2002;

	 	    •  
	
    The Texas Civil Rights Act, as amended;

	 	    •  
	
    The Texas Minimum Wage Law, as amended;

	 	    •  
	
    Equal Pay Law for Texas, as amended;

	 	    •  
	
    Any other federal, state or local civil or human rights law, or
    any other local, state or federal law, regulation or ordinance;
    or any law, regulation or ordinance of a foreign country,
    including but not limited to the PRC, Federal Republic of
    Germany and the United Kingdom.

	 	    •  
	
    Any public policy, contract, tort, or common law.

	 	    •  
	
    The employment, labor and benefits laws and regulations in all
    countries in addition to the U.S. including but not limited
    to the U.K. and Germany.

	 	    •  
	
    Any claim for costs, fees, or other expenses including
    attorneys’ fees incurred in these matters.




 


		
	    5. 	
    Affirmations.  Employee affirms that he
    has not filed, caused to be filed, or presently is a party to
    any claim, complaint, or action against Employer in any forum or
    form. Provided, however, that the foregoing does not affect any
    right to file an administrative charge with the Equal Employment
    Opportunity Commission (“EEOC”), subject to the
    restriction that if any such charge is filed, Employee agrees
    not to violate the confidentiality provisions of this Agreement
    and Employee further agrees and covenants that should he or any
    other person, organization, or other entity file, charge, claim,
    sue or cause or permit to be filed any charge with the EEOC,
    civil action, suit or legal proceeding against the Employer
    involving any matter occurring at any time in the past, Employee
    will not seek or accept any personal relief (including, but not
    limited to, monetary award, recovery, relief or settlement) in
    such charge, civil action, suit or proceeding.




 



    Employee further affirms that he has reported all hours worked
    as of the date of this release and has been paid
    and/or has
    received all leave (paid or unpaid), compensation, wages,
    bonuses, commissions,
    and/or
    benefits to which he may be entitled and that no other leave
    (paid or unpaid), compensation, wages, bonuses, commissions
    and/or
    benefits are due to him, except as provided in this Agreement.
    Employee furthermore affirms that he has no known workplace
    injuries or occupational diseases and has been provided
    and/or has
    not been denied any leave requested under the Family and Medical
    Leave Act.





    

    –3–








 






		
	    6. 
	    Confidentiality.  Employee agrees and
    recognizes that any knowledge or information of any type
    whatsoever of a confidential nature relating to the business of
    the Employer or any of its subsidiaries, divisions or
    affiliates, including, without limitation, all types of trade
    secrets, client lists or information, employee lists or
    information, information regarding product development,
    marketing plans, management organization, operating policies or
    manuals, performance results, business plans, financial records,
    or other financial, commercial, business or technical
    information (collectively “Confidential
    Information”), must be protected as confidential, not
    copied, disclosed or used other than for the benefit of the
    Employer at any time unless and until such knowledge or
    information is in the public domain through no wrongful act by
    Employee. Employee further agrees not to divulge to anyone
    (other than the Employer or any persons employed or designated
    by the Employer), publish or make use of any such Confidential
    Information without the prior written consent of the Employer,
    except by an order of a court having competent jurisdiction or
    under subpoena from an appropriate government agency.

	 
	    7. 
	    Non-competition/Non-solicitation/Non-hire.  Employee
    acknowledges and recognizes the highly competitive nature of the
    business of the Employer. Without the express written permission
    of Celanese, for a period of (52) weeks, following the
    Departure Date (the “Restricted Period”),
    Employee acknowledges and agrees that he will not:
    (i) directly or indirectly solicit sales of like products
    similar to those produced or sold by Employer; or
    (ii) directly engage or become employed with any business
    that competes with the business of Celanese, including but not
    limited to: direct sales, supply chain, marketing, or
    manufacturing for a producer of products similar to those
    produced or licensed by Celanese. In addition, for
    (2) years, Employee will not directly or indirectly
    solicit, nor hire employees of Celanese for employment. However,
    nothing in this provision shall restrict Employee from owning,
    solely as an investment, publicly traded securities of any
    company which is engaged in the business of Celanese if Employee
    (i) is not a controlling person of, or a member of a group
    which controls; and (ii) does not, directly or indirectly,
    own 5% or more of any class of securities of any such company.

	 
	    8. 
	    Governing Law and Interpretation.  This
    Agreement shall be governed and conformed in accordance with the
    laws of the State of Texas, without regard to its conflict of
    laws provision. In the event the Employee or Employer breaches
    any provision of this Agreement, Employee and Employer affirm
    that either may institute an action to specifically enforce any
    term or terms of this Agreement. Should any provision of this
    Agreement be declared illegal or unenforceable by any court of
    competent jurisdiction and cannot be modified to be enforceable,
    excluding the general release language, such provision shall
    immediately become null and void, leaving the remainder of this
    Agreement in full force and effect.

	 
	    9. 
	    Non-admission of Wrongdoing.  The
    parties agree that neither this Agreement nor the furnishing of
    the consideration for this Release shall be deemed or construed
    at anytime for any purpose as an admission by Employer of any
    liability or unlawful conduct of any kind.

	 
	    10. 
	    Non-Disparagement.  Employee
    agrees not to disparage, or make disparaging remarks or send any
    disparaging communications concerning, the Employer, its
    reputation, its business,
    and/or its
    directors, officers, managers. Likewise the Employer’s
    senior management agrees not to disparage, or make any
    disparaging remark or send any disparaging communication
    concerning Employee, his reputation
    and/or his
    business.

	 
	    11. 
	    Future Cooperation after Departure
    Date.  After retirement, Employee agrees to
    make reasonable efforts to assist Company including but not
    limited to: assisting with transition duties, assisting with
    issues that arise after retirement of employment and assisting
    with the defense or prosecution of any lawsuit or claim. This
    includes but is not limited to providing deposition testimony,
    attending hearings and testifying on behalf of the Company. The
    Company will reimburse Employee for reasonable time and expenses
    in connection with any future cooperation after the Departure
    Date, at his current annual base pay, converted to an hourly
    rate of
    $173/hr.
    Time and expenses can include loss of pay or using vacation time
    at a future employer. The Company shall reimburse the Employee
    within 30 days of remittance by Employee to the Company of
    such time and expenses incurred.

	 
	    12. 
	    Consulting Services.  After the
    Departure Date, the Employer may, in its sole discretion, retain
    Employee as a Consultant. If retained, the Employee will be
    paid, 1/12 of his current base pay or $30,000 for each month he






    

    –4–








 






			
	 	
	
    provides consulting services. The Employer may end the
    consulting engagement at its sole discretion by providing him
    60 days notice of its’ intent to terminate the
    engagement.




 


		
	    13. 
	    Injunctive Relief.  Employee agrees and
    acknowledges that the Employer will be irreparably harmed by any
    breach, or threatened breach by him of this Agreement and that
    monetary damages would be grossly inadequate. Accordingly, he
    agrees that in the event of a breach, or threatened breach by
    him of this Agreement the Employer shall be entitled to apply
    for immediate injunctive or other preliminary or equitable
    relief, as appropriate, in addition to all other remedies at law
    or equity.

	 
	    14. 
	    Review Period.  Employee is hereby
    advised he has until November 28, 2009, or forty-five
    (45) calendar days, to review this Agreement and to consult
    with an attorney prior to execution of this Agreement. Employee
    agrees that any modifications, material or otherwise, made to
    this Agreement do not restart or affect in any manner the
    original forty-five (45) calendar day consideration period.

	 
	    15. 
	    Revocation Period and Effective
    Date.  In the event that Employee elects to
    sign and return to the Company a copy of this Agreement, he has
    a period of seven (7) days (the “Revocation
    Period”) following the date of such execution to revoke
    this Agreement, after which time this agreement will become
    effective (the “Effective Date”) if not
    previously revoked. In order for the revocation to be effective,
    written notice must be received by the Company no later than
    close of business on the seventh day after the Employee signs
    this Agreement at which time the Revocation Period shall expire.

	 
	    16. 
	    Amendment.  This Agreement may not be
    modified, altered or changed except upon express written consent
    of both parties wherein specific reference is made to this
    Agreement.

	 
	    17. 
	    Entire Agreement.  This Agreement sets
    forth the entire agreement between the parties hereto, and fully
    supersedes any prior obligation of the Employer to the Employee.
    Employee acknowledges that he has not relied on any
    representations, promises, or agreements of any kind made to him
    in connection with his decision to accept this Agreement, except
    for those set forth in this Agreement. Notwithstanding the
    foregoing, it is expressly understood and agreed that the Equity
    Agreements and the Long Term Incentive Award Claw Back Agreement
    executed by Employee on or about August 12, 2008 shall
    remain in full force and effect, except as such Equity
    Agreements are modified by Section 2(d) of this Agreement.

	 
	    18. 
	    HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE
    PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH
    “2” ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER
    DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO
    WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE
    AGAINST EMPLOYER.




 



    IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily
    executed this Release as of the date set forth below.



 



                                                               



 


	 	 	 
	
      Employee
	
 
	
    Celanese Corporation:

	 

	

    By: ___/s/ Michael L.
    Summers               


	
 
	
    By:___/s/ Steven M.
    Sterin                         

	

      Michael L. Summers


	
 
	
      Steven M. Sterin

	
 
	
 
	
 

	

    Date:        
    November 11,
    2009                


	
 
	
    Date:        
    November 16,
    2009                











    

    –5–