Exhibit 10.6


CELANESE CORPORATION

2004 STOCK INCENTIVE PLAN


 NONQUALIFIED
STOCK OPTION AGREEMENT

(Non-Employee Director)


THIS AGREEMENT, is made
effective as of January 20, 2005 (the “Date of Grant”), between Celanese
Corporation (the “Company”) and the individual named as a participant on the
signature page hereto (the “Participant”).


R  E  C  I  T  A  L
S:


WHEREAS, the Company has
adopted the Plan (as defined below), the terms of which are hereby incorporated
by reference and made a part of this Agreement; and


WHEREAS, the Committee has
determined that it would be in the best interests of the Company and its
stockholders to grant the Option provided for herein to the Participant
pursuant to the Plan and the terms set forth herein;


NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth, the parties agree
as follows:


1.             Definitions.  Whenever the following terms are used in this
Agreement, they shall have the meanings set forth below.  Capitalized terms not otherwise defined
herein shall have the same meanings as in the Plan.


(a)           Cause:  Any of the following events: (i) the
Participant’s willful failure to perform Participant’s duties to the Company
(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 the Participant of such failure, (ii) commission of (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, (iii) Participant’s
willful malfeasance or willful misconduct which is demonstrably injurious to
the Company, (iv) any act of fraud by the Participant or (v) the Participant’s
breach of the provisions of any confidentiality, noncompetition or
nonsolicitation to which the Participant is subject.


(b)             Disability:  The Participant becomes physically or
mentally incapacitated and is therefore unable for a period of six consecutive
months or for an aggregate of nine months in any 24 consecutive month
period to perform Participant’s duties.


(c)           Expiration Date: The tenth
anniversary of the Date of Grant.


(d)           Plan: The Celanese
Corporation 2004 Stock Incentive Plan, as from time to time amended.


(e)           Stockholders Agreement: The
Stockholders Agreement, dated as of January 18, 2005 (as amended from time to
time), among the Company and the other parties thereto.


 





















 


(f)            Vested Portion: At any time,
the portion of the Option which has become vested, as described in Section 3 of
this Agreement.


2.             Grant
of Option.  The Company
hereby grants to the Participant the right and option to purchase, on the terms
and conditions hereinafter set forth, [                              ]
Shares of the Company (the “Option”), subject to adjustment as
set forth in the Plan.  The exercise
price of the Shares subject to the Option shall be $16 per Share (the “Option
Price”), subject to adjustment as set forth in the
Plan.  The Option is intended to be a
nonqualified stock option and is not intended to be treated as an ISO that
complies with Section 422 of the Code.


3.                                       Vesting
of the Option.


(a)           In General. 
Subject to the Participant’s continued Employment with the Company and
its Affiliates, the Option shall vest and become exercisable with respect to
twenty-five percent (25%) of the Shares subject to the Option as of the Date of
Grant and shall vest and become exercisable with respect to 25% of the Shares
subject to the Option on December 31 2005, December 31, 2006 and December 31,
2007.


(b)           Change in Control. 
Notwithstanding the foregoing, upon a Change in Control, the Option
shall, to the extent not previously cancelled or expired, immediately become
100% vested and exercisable.


(c)           Termination of Employment.  If the Participant’s Employment with the
Company and its Affiliates terminates for any reason, the Option, to the extent
not then vested and exercisable, shall be immediately canceled by the Company
without consideration [; provided, however, that if the
Participant’s Employment terminates due to the Participant’s death or
Disability, to the extent not previously cancelled or expired, the Option shall
immediately become vested and exercisable as to the Shares subject to the
Option that would have otherwise vested and become exercisable in the calendar
year in which such termination of Employment occurs].


4.                                       Exercise
of Option.


(a)   Period of Exercise.  Subject to the provisions of the Plan and
this Agreement, the Participant may exercise all or any part of the Vested
Portion of the Option at any time prior to the Expiration Date.  Notwithstanding the foregoing, if the
Participant’s Employment terminates prior to the Expiration Date, the Vested
Portion of the Option shall remain exercisable for the period set forth below:


(i)            Termination
due to Death or Disability, Termination by the Company without Cause or
Termination by the Participant.  If
the Participant’s Employment with the Company and its Affiliates is terminated
(a) due to the Participant’s death or Disability,  (b) by the Company without Cause or (c) by
the Participant, the Participant may exercise the Vested Portion of the Option
for a period ending on the earlier of (A) [one year] following the date of such
termination and (B) the Expiration Date; and


(ii)           Termination
by the Company for Cause.  If the
Participant’s Employment with the Company and its Affiliates is terminated by
the Company for


 


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Cause, the Vested Portion of the Option shall immediately terminate in
full and cease to be exercisable.


(b)   Method of Exercise.


(i)            Subject
to Section 4(a) of this Agreement, the Vested Portion of an Option may be
exercised by delivering to the Company at its principal office written notice
of intent to so exercise; provided that the Option may be exercised with
respect to whole Shares only.  Such
notice shall specify the number of Shares for which the Option is being
exercised and, other than as described in clause (C) of the following
sentence, shall be accompanied by payment in full of the aggregate Option Price
in respect of such Shares.  Payment of
the aggregate Option Price may be made (A) in cash, or its equivalent
(e.g., a check), (B) by transferring to the Company Shares having a Fair
Market Value equal to the aggregate Option Price for the Shares being purchased
and satisfying such other requirements as may be imposed by the Committee; provided
that such Shares have been held by the Participant for no less than six months
(or such other period as established from time to time by the Committee or
generally accepted accounting principles), (C) if there is a public market
for the Shares at the time of payment, subject to such rules as may be
established by the Committee, through delivery of irrevocable instructions to a
broker to sell the Shares otherwise deliverable upon the exercise of the Option
and deliver promptly to the Company an amount equal to the aggregate Option
Price or (D) such other method as approved by the Committee.  No Participant shall have any rights to
dividends or other rights of a stockholder with respect to the Shares subject
to an Option until the Participant has given written notice of exercise of the
Option, paid in full for such Shares or otherwise completed the exercise
transaction as described in the preceding sentence and, if applicable, has
satisfied any other conditions imposed pursuant to this Agreement.


(ii)           Notwithstanding
any other provision of the Plan or this Agreement to the contrary, absent an
available exemption to registration or qualification, the Option may not be
exercised prior to the completion of any registration or qualification of the
Option or the Shares under applicable state and federal securities or other
laws, or under any ruling or regulation of any governmental body or national
securities exchange that the Committee shall in its sole reasonable discretion
determine to be necessary or advisable.


(iii)         
Upon the Company’s determination that the Option has been validly exercised as
to any of the Shares, the Company shall issue certificates in the Participant’s
name for such Shares.  However, the
Company shall not be liable to the Participant for damages relating to any
delays in issuing the certificates to the Participant, any loss by the
Participant of the certificates, or any mistakes or errors in the issuance of
the certificates or in the certificates themselves.


(iv)         
In the event of the Participant’s death, the Vested Portion of the Option shall
remain vested and exercisable by the Participant’s executor or administrator,
or the person or persons to whom the Participant’s rights under this Agreement
shall pass by will or by the laws of descent and distribution as the case may
be, to the extent set


 


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forth in Section 4(a) of this Agreement.  Any heir or legatee of the Participant shall
take rights herein granted subject to the terms and conditions hereof.


(v)           As
a condition to the exercise of any Option evidenced by this Agreement, the
Participant shall execute the Stockholders Agreement.


5.             No
Right to Continued Employment.  Neither the Plan nor this Agreement shall be
construed as giving the Participant the right to be retained in the employ of,
or in any relationship to, the Company or any Affiliate.  Further, the Company or its Affiliate may at
any time terminate the Participant or discontinue any relationship, free from
any liability or any claim under the Plan or this Agreement, except as
otherwise expressly provided herein.


6.             Legend
on Certificates.  The
certificates representing the Shares purchased by exercise of the Option shall
be subject to such stop transfer orders and other restrictions as the Committee
may deem reasonably advisable under the Plan or the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock
exchange upon which such Shares are listed, any applicable federal or state
laws and the Company’s Certificate of Incorporation and Bylaws, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.


7.             Transferability.  Unless otherwise determined by the Committee,
the Option may not be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by the Participant otherwise than by will or by the
laws of descent and distribution, and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company or any Affiliate; provided that the
designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.  During the Participant’s lifetime, the Option
is exercisable only by the Participant.


8.             Withholding.  The Participant may be required to pay to the
Company or its Affiliate and the Company or its Affiliate shall have the right
and is hereby authorized to withhold from any payment due or transfer made
under the Option or under the Plan or from any compensation or other amount
owing to a Participant the amount (in cash, Shares, other securities, other
Awards or other property) of any applicable withholding taxes in respect of the
Option, its exercise, or any payment or transfer under the Option or under the
Plan and to take such action as may be necessary in the option of the Company
to satisfy all obligations for the payment of such taxes.


9.             Securities
Laws.  Upon the acquisition of any
Shares pursuant to the exercise of the Option, the Participant will make or
enter into such written representations, warranties and agreements as the
Committee may reasonably request in order to comply with applicable securities
laws or with this Agreement.


10.           Notices.  Any notice under this Agreement shall be
addressed to the Company in care of its General Counsel, addressed to the
principal executive office of the Company and to the Participant at the address
appearing in the personnel records of the Company for the Participant or to
either party at such other address as either party hereto may


 


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hereafter
designate in writing to the other.  Any
such notice shall be deemed effective upon receipt thereof by the addressee.


11.           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
without regard to the conflicts of laws provisions thereof.


12.           Option
Subject to Plan and Stockholders Agreement.  By entering into this Agreement the
Participant agrees and acknowledges that the Participant has received and read
a copy of the Plan and the Stockholders Agreement.  The Option and the Shares received upon
exercise of the Option are subject to the Plan and the Stockholders
Agreement.  The terms and provisions of
the Plan and the Stockholders Agreement as it may be amended from time to time
are hereby incorporated by reference.  In
the event of a conflict between any term or provision contained herein and a
term or provision of the Plan or the Stockholders Agreement, the applicable
terms and provisions of the Plan or the Stockholders Agreement will govern and
prevail.  In the event of a conflict
between any term or provision of the Plan and any term or provision of the
Stockholders Agreement, the applicable terms and provisions of the Stockholders
Agreement will govern and prevail.


13.           Signature
in 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, this Agreement has been executed and delivered by the parties
hereto.


 


	
   

  	
  CELANESE
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Its

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant

  	
   

  
				



 


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