Exhibit 10.7


CELANESE
CORPORATION

2004 STOCK INCENTIVE PLAN


1.             Purpose of the Plan


The purpose of the Plan (as
defined below) is to aid the Company (as defined below) and its Affiliates (as
defined below) in recruiting and retaining key employees, directors or
consultants of outstanding ability and to motivate such employees, directors or
consultants to exert their best efforts on behalf of the Company and its
Affiliates by providing incentives through the granting of Awards (as defined
below).  The Company expects that it will
benefit from the added interest which such key employees, directors or
consultants will have in the welfare of the Company as a result of their
proprietary interest in the Company’s success.


2.             Definitions


The following capitalized terms
used in the Plan have the respective meanings set forth in this Section:


(a)
Affiliate:  With respect to any
Person, any other Person, directly or indirectly, controlling, controlled by or
under common control with such Person or any other Person designated by the
Committee in which any Person has an interest.


(b)
Award:  Any Option, Stock
Appreciation Right, or Other Stock-Based Award granted pursuant to the Plan.


(c)
Award Agreement:  Any written
agreement, contract, or other instrument or document evidencing any Award,
which may, but need not, be executed or acknowledged by a Participant.


(d)
Blackstone:  Blackstone LR
Associates (Cayman) IV Ltd., Blackstone Management Associates (Cayman) IV L.P.,
Blackstone Capital Partners (Cayman) IV L.P., Blackstone Capital Partners
(Cayman) IV-A L.P., Blackstone Family Investment Partnership (Cayman) IV-A L.P.
and Blackstone Chemical Coinvest Partners (Cayman) L.P.


(e)
Board:  The Board of Directors of
the Company.


(f)
Change in Control:  (i) the sale
or disposition, in one or a series of related transactions, of all or
substantially all of the assets of the Company to any “person” or “group” (as
such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act)
other than Blackstone or its affiliates or (ii) any person or group, other than
Blackstone 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 51% of the total voting power of the voting stock of the Company,
including by way of merger, consolidation or otherwise.


(g)
Code:  The Internal Revenue Code
of 1986, as amended, or any successor thereto.


(h)
Committee:  A committee of the
Board designated by the Board.


 





















 


(i)
Company:  Celanese Corporation, a
Delaware corporation.


(j)
Effective Date:  The date the
Board adopts the Plan.


(k)
Employment: (i) a Participant’s employment if the Participant is an
employee of the Company or any of its Affiliates, (ii) a Participant’s services
as a consultant, if the Participant is a consultant to the Company or any of
its Affiliates and (iii) a Participant’s services as an non-employee director,
if the Participant is a non-employee member of the Board or the board of
directors of an Affiliate; provided however that unless otherwise determined by
the Committee, a change in a Participant’s status from employee to non-employee
(other than a director of the Company or an Affiliate) shall constitute a
termination of employment hereunder.


(l)
Exchange Act:  The Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, or any successor statute thereto.


(m)
Fair Market Value:  On a given
date, (a) if there is a public market for the Shares on such date, the average
of the high and low closing bid prices of the Shares on such stock exchange on
which the Shares are principally trading on the date in question, or, if there
were no sales on such date, on the closest preceding date on which there were
sales of Shares or (ii) if there is no public market for the Shares on such
date, the fair market value of the Shares as determined in good faith by the
Board.


(n)
ISO:  An Option that is also an
incentive stock option granted pursuant to Section 6(d) of the Plan.


(o)
Option:  A stock option granted
pursuant to Section 6 of the Plan.


(p)
Option Price:  The purchase price
per Share of an Option, as determined pursuant to Section 6(a) of the Plan.


(q)
Other Stock-Based Award:  Any
award granted under Section 8 of the Plan.


(r)
Participant:  An employee,
director or consultant of the Company or its Affiliates who is selected by the
Committee to participate in the Plan.


(s)
Person:  Any individual, firm,
corporation, partnership, limited liability company, trust, incorporated or
unincorporated association, joint venture, joint stock company, governmental
body or other entity of any kind.


(t)
Plan:  Celanese Corporation 2004
Stock Incentive Plan.


(u)
Shares:  Shares of Series A common
stock of the Company.


(v)
Stock Appreciation Right:  Any
right granted under Section 7 of the Plan.


(w)
Subsidiary:  A subsidiary
corporation, as defined in Section 424(f) of the Code.


 


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3.             Shares Subject to the Plan


The total number of Shares
which may be issued under the Plan is 16,250,000, subject to adjustment
pursuant to Section 9 of the Plan.  The
Shares may consist, in whole or in part, of unissued Shares or treasury
Shares.  The issuance of Shares or the
payment of cash upon the exercise of an Award shall reduce the total number of
Shares available under the Plan, as applicable. 
Shares which are subject to Awards (or portion thereof) that terminate
or lapse may be granted again under the Plan.


4.             Administration


(a)
The Plan shall be administered by the Committee, which may delegate its duties
and powers in whole or in part as it determines; provided, however,
that the Board may, in its sole discretion, take any action designated to the
Committee under this Plan as it may deem necessary.


(b)
The Committee shall have the full power and authority to make, and establish
the terms and conditions of, any Award to any person eligible to be a
Participant, consistent with the provisions of the Plan and to waive any such
terms and conditions at any time (including, without limitation, accelerating
or waiving any vesting conditions). 
Awards may, in the discretion of the Committee, be made under the Plan
in assumption of, or in substitution for, outstanding awards previously granted
by the Company or its Affiliates or a company acquired by the Company or with
which the Company combines.  The number
of Shares underlying such substitute awards shall be counted against the
aggregate number of Shares available for Awards under the Plan.


(c)
The Committee is authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the administration of
the Plan, and may delegate such authority, as it deems appropriate.  The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan in the manner
and to the extent the Committee deems necessary or desirable.  Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
and their beneficiaries or successors).


(d)
The Committee shall require payment of any amount it may determine to be
necessary to withhold for federal, state, local, or other taxes as a result of
the exercise, grant or vesting of an Award. 
Unless the Committee specifies otherwise, the Participant may elect to
pay a portion or all of such withholding taxes by having Shares withheld by the
Company with a Fair Market Value equal to the minimum statutory withholding
rate from any Shares that would have otherwise been received by the Participant
in connection with (i) the exercise of an Option or Stock Appreciation Right or
(ii) the delivery of Shares pursuant to an Other Stock-Based Award.


 


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5.             Limitations


No Awards may be granted
under the Plan after the tenth anniversary of the Effective Date, but Awards
theretofore granted may extend beyond that date.


6.             Options


Options granted under the
Plan shall be, as determined by the Committee, non-qualified stock options or
ISOs for federal income tax purposes, as evidenced by the related Award
Agreements, and shall be subject to the following terms and conditions as well
as the terms and conditions set forth in the applicable Award Agreement:


(a)
Option Price.  The Option Price
shall be determined by the Committee, but, with respect to ISOs, shall not be
less than 100% of the Fair Market Value of the Shares on the date an Option is
granted.


(b)
Exercisability.  Options granted
under the Plan shall be exercisable at such time and upon such terms and
conditions as may be determined by the Committee, but in no event shall an
Option be exercisable more than ten years after the date it is granted.


(c)
Exercise of Options.  Except as
otherwise provided in the Plan or in an Award Agreement, an Option may be
exercised for all, or from time to time any part, of the Shares for which it is
then exercisable.  For purposes of this
Section 6, the exercise date of an Option shall be the date a notice of
exercise is received by the Company, together with payment (or to the extent
permitted by applicable law, provision for payment) of the full purchase price
in accordance with this Section 6(c). 
The purchase price for the Shares as to which an Option is exercised
shall be paid to the Company as designated by the Committee, pursuant to one or
more of the following methods: (i) in cash, or its equivalent (e.g., by check),
(ii) in Shares having a Fair Market Value equal to the aggregate Option Price
for the Shares being purchased to the Company 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); (iii) partly in cash and partly in such
Shares; (iv) if there is a public market for the Shares at such time, 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 to deliver promptly to the Company an
amount equal to the aggregate Option Price for the shares being purchased or
(v) 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 Shares subject to an
Option until the Participant has given written notice of exercise of the
Option, paid in full for such Shares and, if applicable, has satisfied any
other conditions imposed by the Committee pursuant to the Plan.


(d)
ISOs.  The Committee may grant
Options under the Plan that are intended to be ISOs.  Such ISOs shall comply with the requirements
of Section 422 of the Code.  No ISO
may be granted to any Participant who at the time of such grant is not an
employee of the Company or of any of its Subsidiaries.  In addition, no ISO may be granted to any
Participant who at the time of such grant owns more than 10% of the total
combined voting power of all


 


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classes of
stock of the Company or of any of its Subsidiaries, unless (i) the Option
Price for such ISO is at least 110% of the Fair Market Value of a Share on the
date the ISO is granted and (ii) the date on which such ISO terminates is
a date not later than the day preceding the fifth anniversary of the date on
which the ISO is granted.  Any
Participant who disposes of Shares acquired upon the exercise of an ISO either
(I) within two years after the date of grant of such ISO or
(II) within one year after the transfer of such Shares to the Participant,
shall notify the Company of such disposition and of the amount realized upon
such disposition.  All Options granted
under the Plan are intended to be non-qualified stock options, unless the
applicable Award Agreement expressly states that the Option is intended to be
an ISO.  If an Option is intended to be
an ISO, and if for any reason such Option (or portion thereof) shall not
qualify as an ISO, then, to the extent of such nonqualification, such Option
(or portion thereof) shall be regarded as a non-qualified stock option granted
under the Plan; provided that such Option (or portion thereof) otherwise
complies with the Plan’s requirements relating to non-qualified stock
options.  In no event shall any member of
the Committee, the Company or any of its Affiliates (or their respective
employees, officers or directors) have any liability to any Participant (or any
other Person) due to the failure of an Option to qualify for any reason as an
ISO.


(e)
Attestation.  Wherever in this
Plan or any Award Agreement a Participant is permitted to pay the Option Price
or taxes relating to the exercise of an Option by delivering Shares, the
Participant may, subject to procedures satisfactory to the Committee, satisfy
such delivery requirement by presenting proof of beneficial ownership of such
Shares, in which case the Company shall treat the Option as exercised without
further payment and shall withhold such number of Shares from the Shares
acquired by the exercise of the Option.


7.             Stock Appreciation Rights


(a)
Grants.  The Committee may grant
(i) a Stock Appreciation Right independent of an Option or (ii) a
Stock Appreciation Right in connection with an Option, or a portion
thereof.  A Stock Appreciation Right
granted pursuant to clause (ii) of the preceding sentence (A) may be
granted at the time the related Option is granted or at any time prior to the
exercise or cancellation of the related Option, (B) shall cover the same
number of Shares covered by an Option (or such lesser number of Shares as the
Committee may determine) and (C) shall be subject to the same terms and
conditions as such Option except for such additional limitations as are
contemplated by this Section 7 (or such additional limitations as may be
included in an Award agreement).


(b)
Terms.  The exercise price per
Share of a Stock Appreciation Right shall be an amount determined by the
Committee but in no event shall such amount be less than the Fair Market Value
of a Share on the date the Stock Appreciation Right is granted; provided,
however, that notwithstanding the foregoing in the case of a Stock Appreciation
Right granted in conjunction with an Option, or a portion thereof, the exercise
price may not be less than the Option Price of the related Option.  Each Stock Appreciation Right granted
independent of an Option shall entitle a Participant upon exercise to an amount
equal to (i) the excess of (A) the Fair Market Value on the exercise
date of one Share over (B) the exercise price per Share, times (ii) the
number of Shares covered by the Stock Appreciation Right.  Each Stock Appreciation Right granted in
conjunction with an Option, or a portion thereof, shall entitle a Participant
to surrender to the Company the unexercised Option, or any portion thereof, and
to receive from the


 


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Company in
exchange therefor an amount equal to (i) the excess of (A) the Fair
Market Value on the exercise date of one Share over (B) the Option Price
per Share, times (ii) the number of Shares covered by the Option, or
portion thereof, which is surrendered. 
Payment shall be made in Shares or in cash, or partly in Shares and
partly in cash (any such Shares valued at such Fair Market Value), all as shall
be determined by the Committee.  Stock
Appreciation Rights may be exercised from time to time upon actual receipt by
the Company of written notice of exercise stating the number of Shares with
respect to which the Stock Appreciation Right is being exercised.  The date a notice of exercise is received by
the Company shall be the exercise date. 
No fractional Shares will be issued in payment for Stock Appreciation
Rights, but instead cash will be paid for a fraction or, if the Committee
should so determine, the number of Shares will be rounded downward to the next
whole Share.


(c)
Limitations.  The Committee may
impose, in its discretion, such conditions upon the exercisability or
transferability of Stock Appreciation Rights as it may deem fit.


8.             Other Stock-Based Awards


The Committee, in its sole
discretion, may grant the right to purchase Shares, Awards of Shares, Awards of
restricted Shares, Awards of phantom stock units and other Awards that are
valued in whole or in part by reference to, or are otherwise based on the Fair
Market Value of, Shares (“Other Stock-Based Awards”).  Such Other Stock-Based Awards shall be in
such form, and dependent on such conditions, as the Committee shall determine,
including, without limitation, the right to receive one or more Shares (or the
equivalent cash value of such Shares) upon the completion of a specified period
of service, the occurrence of an event and/or the attainment of performance
objectives.  Other Stock-Based Awards may
be granted alone or in addition to any other Awards granted under the
Plan.  Subject to the provisions of the
Plan, the Committee shall determine: (a) the number of Shares to be awarded
under (or otherwise related to) such Other Stock-Based Awards; (b) whether such
Other Stock-Based Awards shall be settled in cash, Shares or a combination of
cash and Shares; and (c) all other terms and conditions of such Other
Stock-Based Awards (including, without limitation, the vesting provisions
thereof and provisions ensuring that all Shares so awarded and issued shall be
fully paid and non-assessable).


9.             Adjustments Upon Certain Events


Notwithstanding any other
provisions in the Plan to the contrary, the following provisions shall apply to
all Awards granted under the Plan:


(a)
Generally.  In the event of any
change in the outstanding Shares after the Effective Date by reason of any
Share dividend or split, reorganization, recapitalization, merger,
consolidation, spin-off, combination or transaction or exchange of Shares or
other corporate exchange, or any distribution to shareholders of Shares (other
than regular cash dividends or any synthetic secondary offering following an
initial public offering of the Shares) or any transaction similar to the
foregoing or the issuance of equity (or rights to acquire equity) for
consideration less than Fair Market Value (other than equity-based compensation
or the conversion of preferred shares of the Company to Shares), the Committee
in its sole discretion and without liability to any person may make such
substitution or adjustment, if any, as it deems to be


 


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equitable, as
to (i) the number or kind of Shares or other securities issued or reserved
for issuance pursuant to the Plan or pursuant to outstanding Awards,
(ii) the Option Price or exercise price of any Stock Appreciation Right
and/or (iii) any other affected terms of such Awards.


(b)
Change in Control.  In the event
of a Change in Control after the Effective Date, the Committee may, in its sole
discretion, provide for the (i) termination of an Award upon the consummation
of the Change in Control, but only if such Award has vested and been paid out
or the Participant has been permitted to exercise the Option in full for a
period of not less than 15 days prior to the Change in Control, (ii)
acceleration of all or any portion of an Award, (iii) payment of an amount (in
cash or, in the discretion of the Committee, in the form of consideration paid
to shareholders of the Company in connection with such Change in Control) in
exchange for the cancellation of an Award, which, in the case of Options and
Stock Appreciation Rights, may equal the excess, if any, of the Fair Market
Value of the Shares subject to such Options or Stock Appreciation Rights over
the aggregate Option Price or grant price of such Option or Stock Appreciation
Rights, and/or (iv) issuance of substitute Awards that will substantially
preserve the otherwise applicable terms of any affected Awards previously
granted hereunder.


10.           No Right to Employment or Awards


The granting of an Award
under the Plan shall impose no obligation on the Company or any of its
Affiliates to continue the Employment of a Participant and shall not lessen or
affect the Company’s or its Affiliates’ rights to terminate the Employment of
such Participant.  No Participant or other
Person shall have any claim to be granted any Award, and there is no obligation
for uniformity of treatment of Participants or holders or beneficiaries of
Awards.  The terms and conditions of
Awards and the Committee’s determinations and interpretations with respect
thereto need not be the same with respect to each Participant (whether or not
such Participants are similarly situated).


11.           Successors and Assigns


The Plan shall be binding on
all successors and assigns of the Company and a Participant, including without
limitation, the estate of such Participant and the executor, administrator or
trustee of such estate, or any receiver or trustee in bankruptcy or
representative of the Participant’s creditors.


12.           Nontransferability of Awards


Unless otherwise determined
by the Committee, an Award shall not be transferable or assignable by the
Participant other than by will or by the laws of descent and distribution.  An Award exercisable after the death of a
Participant may be exercised by the legatees, personal representatives or
distributees of the Participant.


13.           Awards Subject to the Plan


In the event of a conflict
between any term or provision contained in the Plan and a term or provision in
any Award Agreement, the applicable terms and provisions of the Plan will
govern and prevail.


 


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14.           Severability.


If any provision of the Plan
or any Award is, becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction or as to any Person or Award, or would disqualify the Plan
or any Award under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to the applicable laws, or if
it cannot be construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction, Person or Award and the
remainder of the Plan and any such Award shall remain in full force and effect.


15.           Amendments or Termination


(a)
Amendments or Termination of the Plan. 
The Committee may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made, without the written
consent of a Participant, if such action would diminish any of the rights of
the Participant under any Award theretofore granted to such Participant under
the Plan; provided, however, that the Committee may amend the
Plan in such manner as it deems necessary to permit the granting of Awards
meeting the requirements of the Code or other applicable laws.


(b)
Amendments to Awards.  The
Committee may waive any conditions or rights under, amend any terms of, or
alter, suspend, discontinue, cancel or terminate, any Award theretofore
granted, prospectively or retroactively; provided that no waiver,
amendment, alteration, suspension, discontinuation, cancellation or termination
shall impair the rights of any Participant or any holder or beneficiary of any
Award theretofore granted without the consent of the affected Participant,
holder or beneficiary.


16.           Other Benefit Plans


All Awards shall constitute
a special incentive payment to the Participant and shall not be taken into
account in computing the amount of salary or compensation of the Participant
for the purpose of determining any benefits under any pension, retirement,
profit-sharing, bonus, life insurance or other benefit plan of the Company or
under any agreement between the Company and the Participant, unless such plan
or agreement specifically provides otherwise.


17.           Choice of Law


The Plan shall be governed
by and construed in accordance with the laws of the State of Delaware without
regard to conflicts of laws.


18.           Effectiveness of the Plan


The Plan shall be effective
as of the Effective Date.


 


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