Exhibit
10.23


 


FORM
OF EMPLOYMENT AGREEMENT


(_________________)


 


EMPLOYMENT AGREEMENT (the “Agreement”) dated January
__, 2005 by and between Celanese Corporation (the “Company”) and _____________
(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 and subject to the cancellation, or
amendment satisfactory to the Board (as defined below), of the Service
Agreement for Members of the Board of Management between Celanese AG and
Executive, dated _________] (the “Prior Agreement”), Executive shall be
employed by the Company for a period commencing on the date the Prior Agreement
is cancelled or amended and ending on December 31, 2007 (the “Employment Term”)
on the terms and subject to the conditions set forth in this Agreement.


2.     Position.


a.             During
the Employment Term, Executive shall serve as the Company’s _______.  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].  If requested, Executive
shall also serve as a member of the Board without additional compensation.


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 $_______,
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.  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 continue
participation in Celanese AG’s current defined benefit pension plan for members
of its board of management, in accordance with the terms described in the Prior
Agreement (the “Celanese AG Pension and Benefit Plan”).  All regulations of and all current and future
rights and entitlements of the Executive under the Celanese AG Pension and
Benefit Plan shall remain valid and in full effect in accordance with the terms
of such plan and will not be changed, amended or superceded by this
Agreement.  Without duplication,
Executive’s employment under this Agreement shall be deemed to be employment
under the Prior Agreement for purposes of the Celanese AG Pension and Benefit
Plan.  Executive shall also continue
participation in Celanese AG’s current deferred compensation plan, in
accordance with its terms] [Pohlmann and Cole Only].]  [Executive shall be entitled to the defined
pension benefit for members of Celanese AG’s board of managers in accordance
with the terms described in the Prior Agreement.  Without duplication, Executive’s employment
with Celanese AG credited under the Prior Agreement for purposes of such
pension benefit as well as Executive’s employment under this Agreement shall be
deemed to be employment for purposes of calculating such defined pension
benefit.] [Weidman Only]


6.     Business
Expenses and Perquisites.


a.             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.


b.             Perquisites.  During the Employment Term, Executive shall
be entitled to:


 


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(i)  Payment of Executive’s current car lease
through [the current term of such lease]; and


(ii)  Payment for tax preparation for work
performed on Executive’s 2004 individual tax returns, as prepared by the
Company’s outside accounting firm. [All but Nelsen]


7.     Termination.  The Employment Term and Executive’s
employment hereunder may be terminated by either party at any time and 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.


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 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 [, including, but not limited to, the Celanese AG Pension and
Benefit Plan] [Pohlmann and Cole Only] (the amounts described in clauses (A)
through (D) hereof being referred to as the “Accrued Rights”).


 


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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 7(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.


(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)] [or (C) a Ticona Sale (as defined
below) unless, following the Ticona Sale, Executive accepts or continues
employment with the Company or its affiliates, Ticona, the purchaser of Ticona
or its assets or any subsidiaries or affiliates of the purchaser] [Subsection C
applies to Cole Only]; provided that the events described in clauses (A)
and (B) [and (C)] 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.  [For purposes of this Section 7(c), “Ticona
Sale” shall mean (i) the sale or disposition, in one or a series of related
transactions, of all or substantially all of the assets of Ticona to any
“person” or “group” (as such terms are defined in Sections 13(d)(3) and
14(d)(2) of the Securities Exchange Act 0f 1934 (the “Exchange Act”)) other
than the Company or its affiliates or (ii) any person or group, other than the
Company or its affiliates, is or becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more
than 75% of the total voting power of the voting stock of Ticona, including by
way of merger, consolidation or otherwise.][Cole Only]


 


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(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 [(other than pursuant to Section
7(c)(ii)(C))][Cole Only], 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.


(iv)  [Cole Only] [If Executive resigns for Good
Reason pursuant to Section 7(c)(ii)(C)), 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)   a lump sum payment equal to three times the
sum of (x) Executive’s average Base Salary over the three calendar years prior
to such termination (including Executive’s service with Celanese AG) and (y)
the average Annual Bonus earned by Executive during the three calendar years
prior to such termination (including Executive’s service with Celanese AG); provided,
that if Executive’s term of employment (including Executive’s service with
Celanese AG) is less than three years, the average shall include all of
Executive’s prior whole calendar years of service; provided, further,
 that the aggregate amount described
in this clause (C) shall be reduced by the present value of any other cash
severance or termination


 


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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)(iv), Executive shall have no further rights to any compensation or
any other benefits under this Agreement.][Cole Only]


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;


 


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(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 any of its affiliates
and customers, clients, suppliers 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


 


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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 9 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


 


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confidentiality obligation; or (c) required by law
to be disclosed; provided 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


 


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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 [; provided, however,
that matters relating to Executive’s rights under the Celanese AG Pension and
Benefit Plan and the Celanese AG deferred compensation plan shall be governed
and construed in accordance with German law] [Pohlmann and Cole only].


 


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b.             Entire
Agreement/Amendments.  This
Agreement, [together with the Letter of Understanding, dated October 27, 2004]
[Pohlmann Only] [and, as applicable, the terms of the Celanese AG Pension and
Benefit Plan and the Celanese AG deferred compensation plan][Pohlmann and Cole
only] , contains the entire understanding of the parties with respect to the
employment of Executive by the Company. 
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 a 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.              Successors;
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:

  



 


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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 Prior Agreement.


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
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.


 


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


 


	
  CELANESE CORPORATION

  	
   

  	
  [EXECUTIVE]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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