exv10w13







	 	 	 	 	 
	
    
	
 
	
 
	
    Exhibit 10.13
	
 









 



    November 18, 2009



 




    Personal &
    Confidential



 



    Ms. Jacquelyn Wolf




    [Redacted]



 



    Dear Jacquelyn:



 



    On behalf of Celanese, I am pleased to confirm our offer for the
    position of Senior Vice President, Human Resources. Your
    position will be based at our Corporate Headquarters located in
    Dallas, Texas and you will be reporting directly to David
    Weidman, Chairman and Chief Executive Officer. We anticipate
    your start date will be on or before December 14, 2009.



 



    Following is an outline of the compensation package we have
    developed for you.



 



    Base Salary

    Your base salary will be $400,000 per year and will be
    payable on a bi-weekly basis in accordance with the
    Company’s normal payroll practice.



 



    Annual Bonus

    Your annual bonus opportunity at target will be 70% of
    your annual salary (the “Target”), with a
    “Stretch” opportunity of up to 140% of your annual
    salary. You will be eligible for a performance bonus opportunity
    each year according to the terms of annual bonus plan, which
    comprises a number of financial and non-financial measures that,
    combined with your personal performance, determine your actual
    bonus payout. Current individual performance modifiers also
    allow for an additional adjustment between 0% and 200% of your
    calculated bonus payout to reflect your individual performance
    relative to your annual objectives. You must be employed by
    Celanese at the time such payments are made in order to remain
    eligible to receive any bonus payout.



 



    Sign-on Bonus

    You will receive a one-time payment in the amount of
    $200,000, less applicable deductions,, as a Sign-on Bonus which
    will be payable to you with the first payroll cycle after your
    start date. Should you voluntarily end your employment with
    Celanese for any reason within two (2) years of your start
    date, Celanese reserves the right to seek a prorated repayment
    for this Sign-on Bonus.



 



    Sign-on Equity Awards

    You will receive a sign-on award of 17,500 Time-vesting
    Restricted Stock units (Sign-on RSU Award). Your Sign-on RSU
    Award will vest as to 20% of the units on October 1, 2010,
    30% of the units on October 1, 2011, 30% of the units on
    October 1, 2012 and the remaining 20% of the units on
    October 1, 2013, subject to the terms and conditions of the
    Plan and your award agreements.



 



    You will also receive a sign-on award of 30,000 Non-Qualified
    Stock Options (Sign-on Stock Option Award). Your Sign-on Stock
    Option Award will vest as to 20% of the options on
    October 1, 2010, 30% of the options on October 1,
    2011, 30% of the options on October 1, 2012 and the
    remaining 20% of the options on October 1, 2013, subject to
    the terms and conditions of the Plan and your award agreements.
    Your Sign-on Stock Option Award will have a seven (7) year
    term.



 



    Long-Term Incentive Awards

    Celanese delivers Long-Term Incentive (LTI) compensation
    through annual grants of Performance-vesting Restricted Stock
    Units (Performance RSU Award) and time-vesting RSU awards.
    Annual LTI awards are planned to occur in the fourth quarter of
    each calendar year and are based on a combination of
    contribution, individual performance, and market levels of
    long-term incentive compensative.



 



    Upon joining Celanese, we will grant to you a “target”
    award of 7,500 Performance RSUs. The Performance RSU Award will
    vest in October 2012, where the actual number of Performance
    RSUs that vest may be more or less than your target award based
    on the Company’s achievement of specific metrics/goals
    measured over a defined performance period. Complete details of
    this award will be included in your award agreement.














 







    The complete terms of your Sign-on RSU, Sign-on Stock Option and
    Performance RSU Awards will be determined on the grant date,
    which will be the later of i) the date your awards are
    presented and approved by the Compensation Committee of the
    Celanese Board of Directors or ii) your first day of
    employment. Your Sign-on RSU, Sign-on Stock Option and
    Performance RSU Awards will each be granted pursuant to the
    Celanese 2009 Global Incentive Plan and you will be required to
    sign appropriate award agreements and the Celanese LTI Claw-back
    agreement in order to receive these awards. In order to remain
    eligible to receive these awards, you must be actively employed
    by Celanese at the time awards are granted



 



    Stock Ownership Guidelines

    In order to align our executives’ interests with
    those of our shareholders, Celanese expects senior leaders to
    maintain equity ownership in the Company commensurate with their
    position. We established a stock ownership guideline equal to
    three (3) times your annual base salary for your salary
    level (SL02) and you will have five (5) years to meet the
    guideline. Our stock ownership Guidelines include the value of
    any unvested RSU awards granted to you as well as any Celanese
    stock that you beneficial own in the various Company and
    individual accounts. Details of this program will be provided
    upon acceptance of this employment offer.



 



    Employee Benefits

    During your employment, you will be eligible to
    participate in the Company’s employee benefit plans in
    effect from time to time, on the same basis as those benefits
    are generally made available to other employees of the Company.



 



    We offer comprehensive medical and dental coverage, company paid
    group term life insurance and accidental death and dismemberment
    (AD&D) insurance (each equal to 1 times your annual base
    salary), a cash balance pension plan to which the company
    currently allocates 5% of eligible pay and 401(k) plan that
    currently matches 100% of the first 5% of eligible employee
    contributions.



 



    Executive Benefits

    You are also eligible to participate in the Celanese
    Annual Executive Cash Perquisite Allowance program where you
    will receive an allowance in the amount of $15,000 (less
    applicable deductions) for your salary level (SL2), which is
    payable each year in January.



 



    Additionally, you will be eligible to participate in the
    Celanese Annual Executive Physical Program including the annual
    physical with the Baylor Personal Edge program. You will also be
    eligible to receive the BioPhysical 250 blood screen every
    5 years.



 



    Relocation Assistance

    Celanese will assist in your relocation to the Dallas
    area under the provisions of our executive relocation policy for
    new employees. Generally, this policy provides for the shipment
    of household goods, home sale and purchase assistance, a
    lump-sum payment to assist with various miscellaneous expenses
    associated with your relocation, and temporary living in Dallas
    for up to six months. The home sale and purchase assistance can
    be utilized for up to one (1) year after your start date.
    You will also be eligible to receive a reimbursement for capital
    loss you may incur on the sale of your home in the amount up to
    $150,000, where such amount will not be tax assisted.



 



    Should you voluntarily end your employment with Celanese for any
    reason during the two (2) year period after you relocate
    your home to the Dallas area, and with respect to the loss on
    sale during the two (2) year period after your home is sold
    under the Home Sale Program, Celanese reserves the right to seek
    full repayment for the value of any relocation assistance
    provided to you.



 



    Vacation

    You will be eligible for four (4) weeks annual
    vacation. Vacation availability for remainder of this year will
    be prorated based on your actual start date, in accordance with
    the Company’s vacation policy.



 



    Severance Benefits

    You will be eligible to receive severance benefits that
    provide for a payout equal to 1.0 times your annual base salary
    plus target bonus (in effect at the time of separation) in the
    event of an involuntary termination without cause or a voluntary
    separation for good reason (as such terms are defined in each
    agreement); or a payout equal to 2.0 times your annual base
    salary plus target bonus (in effect at the time of separation)
    in the event of an involuntary termination without cause or a
    voluntary separation for good reason during the two-year period
    following a
    Change-In-Control
    (CIC) event (as such term is defined in the CIC agreement)



 



    With respect to your Celanese Sign-on Equity and LTI awards, in
    the event of an involuntary termination without cause, you will
    become immediately vested in the sign-on RSU Award, and with
    respect to the Sign-on Stock Option and Performance RSUs you
    will become vested on a prorated basis through your date of
    termination. The prorated















 







    Performance RSU Award will be earned as of the date of
    termination, but will be settled on the planned vesting date
    subject to the Company’s achievement of the performance
    metrics/goals as outlined in the grant agreement. The prorated
    Sign-on Stock Option Award will become vested on the date of
    termination and any vested stock options will be exercisable for
    a period of one year following the date of termination.



 



    The severance benefits will also include continued participation
    in the Celanese medical and dental plans for a period of one
    year following the applicable separation event. Copies of these
    agreements will be provided to you under separate cover.



 



    Confidentiality, non-compete and Non-solicitation

    As a condition of your employment, you will be required
    to execute agreements (the “Confidentiality, Non-Compete
    and Non-Solicitation Agreements”) with the Company
    regarding protection and non-disclosure of confidential
    information, non-competition and non-solicitation. Copies of
    these agreements will be provided to you under separate cover.



 



    This offer letter constitutes the full terms and conditions of
    your employment with the Company. It supersedes any other oral
    or written commitments that may have been made to you.



 



    This offer of employment is contingent upon the satisfactory
    completion of a background check and pre-employment examination
    including tests for substance abuse. If not satisfactory
    completed, the offer will be rescinded. Arrangements for the
    drug screen will be coordinated through Concentra Medical
    Services (instructions enclosed) and should be completed no
    later than two (2) weeks before your start date.



 



    As required by law, we will need to verify and document your
    identity and eligibility for employment in the United States.
    Please review the enclosed material and bring the appropriate
    documentation needed to complete the I-9 Form on your state
    date. Please do not complete the I-9 Form in advance since this
    must completed on your first day of employment with the company.



 



    Jacquelyn, we are most enthusiastic about your joining the
    Celanese team. If these provisions are agreeable to you, please
    sign the enclosed copy of this letter and return to me by fax at
    (972) 443-4439
    on or before December 1, 2009.



 



    Sincerely,



 



    /s/ David N. Weidman



 



    David N. Weidman




    Chairman and CEO






 



    Acknowledgement of Offer:




    (Please check one)



 


			
	 	    ¡ 
	
    I accept the above described offer of employment with Celanese
    and understand that my employment status will be considered
    at-will and may be terminated at any time for any reason.
    Upon acceptance of this offer, I agree to keep the terms and
    conditions of this agreement confidential.

	 
	 	    ¡ 
	
    I decline your offer of employment.




 


	 	 	 
	

    Signature:___/s/ Jacquelyn Wolf________________


	
 
	
    Date:___December 2, 2009____________________

	

    Jacquelyn Wolf


	
 
	
 









 



    Anticipated Start Date: December 14, 2009