Exhibit 10.4


 




 





 


 


EMPLOYEE STOCKHOLDERS AGREEMENT


 


BY AND AMONG


 


CELANESE CORPORATION


 


AND


 


THE OTHER PARTIES NAMED HEREIN


______________________________


Dated as of January 21, 2005


______________________________




 





 





















 


TABLE OF CONTENTS


	
   

  	
   

  	
  Page

  
	
  1.

  	
  Definitions of Words
  and Phrases

  	
  1

  
	
  2.

  	
  Limitations on Transfer.

  	
  5

  
	
  3.

  	
  “Piggyback”
  Registration Rights

  	
  6

  
	
  4.

  	
  Representations, Warranties and
  Covenants

  	
  9

  
	
  5.

  	
  Confidentiality

  	
  11

  
	
  6.

  	
  Employment by the Company

  	
  12

  
	
  7.

  	
  Taxes

  	
  12

  
	
  8.

  	
  After-Acquired Securities

  	
  12

  
	
  9.

  	
  Recapitalization, Exchange, Etc

  	
  12

  
	
  10.

  	
  Notices

  	
  13

  
	
  11.

  	
  Successors, Assigns and Transferees

  	
  14

  
	
  12.

  	
  Amendment and Waiver

  	
  14

  
	
  13.

  	
  Counterparts

  	
  14

  
	
  14.

  	
  Specific Performance

  	
  14

  
	
  15.

  	
  Headings; Interpretation

  	
  14

  
	
  16.

  	
  Severability

  	
  15

  
	
  17.

  	
  Entire Agreement

  	
  15

  
	
  18.

  	
  Further Assurances

  	
  15

  
	
  19.

  	
  Governing Law

  	
  15

  
	
  20.

  	
  Consent to Jurisdiction; No
  Jury Trial

  	
  15

  
	
  21.

  	
  Additional Employee
  Stockholders

  	
  15

  



 


 


Annex I          Form of Consent
of Spouse


 


-i-





















 


Annex II         Form of
Acknowledgment and Agreement


 


-ii-





















 


EMPLOYEE
STOCKHOLDERS AGREEMENT


This EMPLOYEE STOCKHOLDERS
AGREEMENT (this “Agreement”)
is dated as of January 21, 2005 by and among Celanese Corporation, a Delaware
corporation (the “Company”),
Blackstone Capital Partners (Cayman) Ltd. 1 (“BCP 1”), Blackstone Capital
Partners (Cayman) Ltd. 2 (“BCP 2”),
Blackstone Capital Partners (Cayman) Ltd. 3 (“BCP 3” and, together with
BCP 1 and BCP 2, the “Sponsors”
and each a “Sponsor”) and
the parties identified on the signature pages hereto or to the supplementary
agreements referred to in Section 21 hereof as Employee Stockholders (the “Employee Stockholders” and, together
with the Company and the Sponsors, the “Parties”).


R  E  C  I  T  A  L
S:


WHEREAS, pursuant to the
Company’s 2004 Stock Incentive Plan (as the same may be amended, supplemented
or modified from time to time, the “Plan”),
each Employee Stockholder has, either as of the date hereof or from time to
time after the date hereof, entered into a Subscription Agreement (the “Subscription Agreement”) with the
Company pursuant to which it has agreed to purchase from the Company, and the
Company has agreed to sell to such Employee Stockholder, the number of shares
of Common Stock set forth on Schedule A to the Subscription Agreement;


WHEREAS, pursuant to the
Plan, the Company may from time to time grant other Awards (as defined in the
Plan) to Employee Stockholders; and


WHEREAS, the Parties wish to
enter into certain agreements with respect to the holdings by the Sponsors and
the Employee Stockholders and their respective Permitted Transferees of Common
Stock and securities exercisable or exchangeable for or convertible into Common
Stock.


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained in the this
Agreement, the receipt and sufficiency of which are hereby acknowledged, the
Parties further acknowledge and agree to the following:


1.             Definitions of Words and Phrases.  
As used in this Agreement:


“Affiliate” means, with respect to any
Person, any other Person directly or indirectly controlling, controlled by or
under common control with such Person.


“Board of Directors” means the board of
directors of the Company.


“Business Day” means a day other than a
Saturday, Sunday, federal or New York State holiday or other day on which
commercial banks in New York City are authorized or required by law to close.


“Cause” means, with respect to any
Employee Stockholder, “Cause” as defined in the employment agreement or change
in control agreement between the Company or any of its Subsidiaries and such
Employee Stockholder (with respect to any such Employee Stockholder, as the
same may be amended in accordance with the terms thereof, such Employee
Stockholder’s


 





















 


“Employment Agreement”) or, if not
defined therein or if there is no such agreement, “Cause” means (A) such
Employee Stockholder’s willful failure to perform his or her 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 such Employee Stockholder of such failure, (B) 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, (C) such Employee Stockholder’s
willful malfeasance or willful misconduct which is demonstrably injurious to
the Company, (D) any act of fraud by such Employee Stockholder or (E) such
Employee Stockholder’s breach of the provisions of Section 5  of this Agreement.


“Change of Control” means (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 other
than any of the Sponsors or any of their respective Permitted Transferees or
(ii) if any Person or Group, other than any of the Sponsors or any of their
respective Permitted Transferees, 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.


“Closing Date” means, with respect to
any Employee Stockholder, the date on which such Employee Stockholder initially
acquired Shares pursuant to such Employee Stockholder’s Subscription Agreement.


“Commission” means the U.S. Securities
and Exchange Commission.


“Common Stock” means the Series A Common
Stock, par value $0.0001 per share, of the Company and the Series B Common
Stock, par value $0.0001 per share, of the Company.


“Common Stock Equivalent” means any
stock, warrants, rights, calls, options or other securities exchangeable or
exercisable for or convertible into Common Stock.


“Company” has the meaning set forth in
the Preamble.


“Confidential Information” has the
meaning set forth in Section 5.


“Employee Stockholder” has the meaning
set forth in the Preamble.


“Employee Stockholder Group” means, with
respect to any Employee Stockholder, collectively such Employee Stockholder and
any Employee Stockholder’s Trust and Employee Stockholder’s Estate of such
Employee Stockholder.


“Employee Stockholder’s Estate” means,
with respect to any Employee Stockholder, the conservators, guardians,
executors, administrators, testamentary trustees, legatees, spouse (or
ex-spouse) or lineal descendants (including adopted children) of such Employee
Stockholder.


 


2





















 


“Employee Stockholder’s Trust” means,
with respect to any Employee Stockholder, a limited partnership, limited
liability company, trust or custodianship, the beneficiaries of which may
include only such Employee Stockholder, his or her spouse (or ex-spouse) or his
or her lineal descendants (including adopted) or, if at any time after any
transfer of Shares to such Employee Stockholder’s Trust there shall be no then
living spouse or lineal descendants, such beneficiaries may include the estate
of a deceased beneficiary.


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, or any successor statute thereto.


“Good Reason” means, with respect to any
Employee Stockholder, “Good Reason” as defined in such Employee Stockholder’s
Employment Agreement or, if not defined therein or if there is no such agreement,
“Good Reason” means (i) a substantial diminution in such Employee Stockholder’s
position or duties, adverse change in reporting lines, or assignment of duties
materially inconsistent with his position (other than due to increased
responsibility or a promotion), (ii) any reduction in such Employee
Stockholder’s base salary or annual bonus opportunity or (iii) failure of the
Company (or a Subsidiary of the Company, if such Subsidiary is the Employee
Stockholder’s employer) to pay compensation or benefits when due, in each case
which is not cured within 30 days following the Company’s (or Subsidiary’s)
receipt of written notice from such Employee Stockholder describing the event
constituting Good Reason.


“Good Termination” means the termination
of an Employee Stockholder’s employment with the Company or a Subsidiary of the
Company, as the case may be (i) by the Company (or Subsidiary) without Cause,
(ii) by the Employee Stockholder for Good Reason or (iii) due to death or
Disability.


“Group” means any syndicate or group
that would be considered a “person” for purposes of Sections 13(d) of the
Exchange Act.


“Initial Public Offering” means the
closing of the first sale of common equity or equivalent securities of the
Company to the public pursuant to an effective registration statement (other
than a registration statement on Form S-4 or S-8 or any
similar or successor form) filed under the Securities Act.


“IPO Effectiveness Date” means the date
upon which the Company closes its Initial Public Offering.


“Lock-Up Period” has the meaning set
forth in Section 2(a).


“Parties” has the meaning set forth in
the Preamble.


“Permitted Transferee” means any
Employee Stockholder’s Estate or Employee Stockholder’s Trust of such Employee
Stockholder that becomes a party to, and is bound to the same extent as its
transferor by the terms of, this Agreement.


“Person” means any individual,
corporation, limited liability company, partnership, trust, joint stock
company, business trust, unincorporated association, joint venture, governmental
authority or other legal entity of any nature whatsoever.


 


3





















 


“Plan” has the meaning set forth in the
Preamble.


“Public Offering” means a sale of Shares
to the public in a firm commitment underwritten public offering pursuant to an
effective registration statement (other than a registration statement on Form
S-4, S-8 or any successor to such forms) filed under the Securities Act.


“Register”, “registered” and “registration” refer to a registration effected
by preparing and filing a registration statement or similar document in
compliance with the Securities Act, and the automatic effectiveness or the
declaration or ordering of effectiveness of such registration statement or
document.


“Registrable Shares” means the Shares, provided
that such Shares shall cease to be Registrable Shares if and when (i) a
registration statement with respect to the disposition of such Shares shall
have become effective under the Securities Act and such Shares shall have been
disposed of pursuant to such effective registration statement, (ii) such
Shares shall have been sold under circumstances in which all of the applicable
conditions of Rule 144 (or any similar provisions then in force) under the
Securities Act are met, (iii) such Shares shall have been otherwise
transferred, new certificates not bearing restrictive legends shall have been
delivered by the Company in lieu thereof and further disposition thereof shall
not require registration or qualification of them under the Securities Act or
any state securities or Blue Sky laws, (iv) such Shares may be sold
pursuant to Rule 144(k) under the Securities Act or (v) such Shares shall
have ceased to be outstanding.


“Registration Rights Agreement” means
the amended and restated registration rights agreement, dated as of January 26,
2005, by and among the Company, the Sponsors and BA Capital Investors Sidecar
Fund, L.P., as it may be amended, modified, supplemented or restated from time
to time.


“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder,
or any successor statute thereto.


“Senior Manager” means any of Mr. David
N. Weidman, Mr. Lyndon B. Cole, Mr. Corliss J. Nelson and Dr. Andreas Pohlmann.


“Shares” means, with respect to each
Stockholder, all shares, whether now owned or hereafter acquired, of Common
Stock, and any other Common Stock Equivalents owned thereby.


“Sponsors” has the meaning set forth in
the Preamble.


“Stockholder” means each of the
Sponsors, the Employee Stockholders and their respective Permitted Transferees.


“Subsidiary” means, with respect to any
Person, any corporation, partnership, association or other business entity of
which 50% or more of the total voting power of shares of capital stock entitled
(without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof, or 50% or more of the equity
interests therein,


 


4





















 


is at the time owned or controlled,
directly or indirectly, by any Person or one or more of the other Subsidiaries
of such Person or a combination thereof.


“Subscription Agreement” has the meaning
set forth in the Preamble.


“Transfer” or “transfer” means a transfer, sale,
assignment, pledge, hypothecation or other disposition, whether directly or
indirectly pursuant to the creation of a derivative security, the grant of an
option or other right, the imposition of a restriction on disposition or voting
or transfer by operation of law.  When
used as a verb, “transfer”
shall have the correlative meaning.  In
addition, “transferred” and
“transferee” shall have the
correlative meanings.


“Triggering Event” has the meaning set forth
in Section 3(a).


2.             Limitations
on Transfer.  


(a)           Until the earlier of (i) the date
that is two years and one day after the expiration of any Company or
underwriter “lock-up” period applicable to an Employee Stockholder following an
Initial Public Offering or (ii) the date on which a Change of Control occurs (the
period ending on the earlier of (i) or (ii), the “Lock-Up Period”), except as required by law, no Employee Stockholder shall
transfer any Shares (other than a transfer pursuant to Section 2(b), Section
2(c) or any other transfer to the Company) without the prior written consent of
the Sponsors; provided, that this clause (a) shall not apply to a
transfer of Shares issued to such Employee Stockholder pursuant to the
Company’s Deferred Compensation Plan following the applicable Closing Date.


(i)            After
the Lock-Up Period, any Employee Stockholder may transfer all or a portion of
its Shares in accordance with and subject to the provisions of this Agreement
(including, without limitation, Sections 2(d)).


(ii)           Any
attempt to transfer any Shares or any rights thereunder in violation of this
Section 2 shall be null and void ab  initio.  The Company
shall not record on its stock transfer books or otherwise any transfer of
Shares in violation of the terms and conditions set forth herein.


(b)   Permitted
Transfers.  Notwithstanding anything
to the contrary contained in this Agreement, but subject to Section 2(d), at
any time, each of the Employee Stockholders may transfer all or a portion of
his or her Shares to any of its Permitted Transferees.  A Permitted Transferee of Shares pursuant to
this Section 2(b) may transfer its Shares pursuant to this Section 2(b) only to
the transferor Employee Stockholder or to a Person that is a Permitted
Transferee of such transferor Employee Stockholder.


(c)   Good
Termination of Employee Stockholders. Notwithstanding anything to the
contrary contained in this Agreement, but subject to Section 2(d), at any time,
each Employee Stockholder (other than a Senior Manager) whose employment with
the Company is terminated due to a Good Termination may transfer all or a
portion of his or her Shares beginning on the date that is three (3) months and
one day following the date of such Good Termination (the “Determination Date”); provided, that, in no event shall any Employee
Stockholder transfer a


 


5





















 


number
of Shares in excess of (i) with respect to the three month period beginning on
the Determination Date, 33% of the number of Shares owned by such Employee
Stockholder on the applicable Closing Date, (ii) for the three months following
the period described in clause (i), the sum of (x) 33% of the number of Shares
owned by such Employee Stockholder on the applicable Closing Date and (y) any
Shares which were eligible for sale during the period described in clause (i)
above, but were not sold and (iii) for the three months following the period
described in clause (ii), the sum of (x) 34% of the number of Shares owned by
such Employee Stockholder on the applicable Closing Date and (y) any Shares
which were eligible for sale during the periods described in clauses (i) and
(ii) above, but were not sold.


(d)   Transfers
in Compliance with Law; Substitution of Transferee.  No transfer by any Employee Stockholder may
be made pursuant to this Agreement unless (i) the transferee has agreed in
writing to be bound by the terms and conditions of this Agreement pursuant to
an instrument substantially in the form attached hereto as Annex II
(other than if (x) the transfer is conducted pursuant to and in accordance with
Section 3 hereof or (y) the transfer is conducted following the IPO
Effectiveness Date pursuant to and in accordance with Rule 144 under the
Securities Act), (ii) the transfer complies in all respects with the
applicable provisions of this Agreement, (iii) the transfer complies in
all respects with applicable federal and state securities laws, including,
without limitation, the Securities Act and (iv) the transfer complies with all
applicable Company policies and restrictions (including any trading “window
periods” or other policies regulating insider trading).  No transfer by any Employee Stockholder may
be made pursuant to this Agreement (except pursuant to an effective
registration statement under the Securities Act) unless and until such Employee
Stockholder has first delivered to the Company an opinion of counsel
(reasonably acceptable in form and substance to the Company) that neither
registration nor qualification under the Securities Act and applicable state
securities laws is required in connection with such transfer.


3.             “Piggyback” Registration Rights.


(a)    Incidental Registration. 
(i)  At any time after the
expiration of the Lock-Up Period that the Company determines to proceed with
the preparation and filing of a registration statement under the Securities Act
in connection with a proposed Public Offering, the Company will give written
notice of such determination to the Employee Stockholders.  Upon written request of any Employee
Stockholder given within fifteen (15) Business Days after receipt of any such
notice from the Company, the Company will, except as herein provided, cause all
Registrable Shares held by such Employee Stockholder which have been requested
to be included in the registration to be included in such registration
statement; provided, however, that nothing herein shall prevent
the Company from, at any time, abandoning or delaying any registration.


(ii)           If
any Public Offering pursuant to this Section 3(a) shall be underwritten on a
firm commitment basis, in whole or in part, the Company may require that the
Common Stock requested for inclusion pursuant to this Section 3(a) be included
in such Public Offering on the same terms and conditions as the securities
otherwise being sold through the underwriters. 
If, upon the written advice of the managing underwriter of such Public
Offering, the number of securities requested to be included in such
registration (including securities of the Company which are not Registrable
Shares)


 


6





















 


exceeds
the maximum number of securities which can be sold in such offering without
having an adverse effect on the offering of securities (including the price at
which such securities could be offered), the Company will include in such
registration such maximum number of shares of Common Stock as follows:  (A) if such registration has been initiated
by one or more of the Company’s stockholders holding demand registration rights
with the Company pursuant to the Registration Rights Agreement or any similar
agreements, then (i) first, the number of shares of Common Stock requested to
be registered by such initiating stockholder(s) and any other holder(s) of the
Company’s securities which are entitled to sell pro rata with such initiating stockholder(s), pro rata in accordance with the number of
shares owned by such stockholders; (ii) second, the number of Registrable
Shares requested to be registered by Employee Stockholders and the number of
shares of Common Stock requested to be registered by any other holders of Common
Stock having equivalent rights under similar agreements, pro rata in accordance with the number of
shares owned by such stockholders; and (iii) third, the number of shares
of Common Stock proposed to be sold by the Company for its own account; or (B)
if such registration has been initiated by the Company, then (i) first,
the number of shares of Common Stock proposed to be sold by the Company for its
own account; and (ii) second, the number of Registrable Shares requested
to be included in such registration by the Employee Stockholders and number of
shares of Common Stock requested to be registered by any other holders of
Common Stock having equivalent rights under the Registration Rights Agreement
or any similar agreements, pro rata in
accordance with the number of shares owned by such stockholders.


(b)   Registration
Procedures.  If and whenever the
Company is required by the provisions of Section 3(a) to effect the
registration of Registrable Shares under the Securities Act, the Company will:


(i)            prepare
and file with the Commission a registration statement with respect to such
Registrable Shares, and use its commercially reasonable efforts to cause such
registration statement to become and remain effective for such period as may be
reasonably necessary to effect the sale of such Registrable Shares, not to
exceed 180 days; provided, however, that the Company may
discontinue any registration of its securities that is being effected pursuant
to Section 3(a) at any time;


(ii)           prepare
and file with the Commission such amendments to such registration statement and
supplements to the prospectus contained therein as may be necessary to keep
such registration statement effective for such period as may be reasonably
necessary to effect the sale of such Registrable Shares, not to exceed 180
days; provided, however, that the Company may discontinue any
registration of its securities that is being effected pursuant to Section 3(a)
at any time;


(iii)          furnish
to the Employee Stockholders participating in such registration and to the
underwriters of the securities being registered such reasonable number of
copies of the registration statement, preliminary prospectus, final prospectus
and such other documents as such underwriters may reasonably request in order
to facilitate the public offering of such Registrable Shares;


 


7





















 


(iv)          use
its commercially reasonable efforts to register or qualify the securities
covered by such registration statement under such state securities or blue sky
laws of such jurisdictions as such participating Employee Stockholders may
reasonably request (which request must be within twenty (20) days following the
original filing of such registration statement), except that the Company shall
not for any purpose be required to execute a general consent to service of
process or to qualify to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified;


(v)           notify
such participating Employee Stockholders, promptly after it shall receive
notice thereof, of the time when such registration statement has become
effective or a supplement to any prospectus forming a part of such registration
statement has been filed;


(vi)          notify
such participating Employee Stockholders in the event that the Company becomes
aware that any prospectus required to be delivered by Employee Stockholders
pursuant to the Securities Act contains an untrue statement of a material fact
or fails to state a material fact necessary to make the statements therein, in
the light of the circumstances in which they were made, not misleading and, at
the request of any such Employee Stockholder, prepare, promptly file with the
Commission and deliver to such Employee Stockholder such amendments or
supplements to the prospectus as may be necessary so that the prospectus, as so
amended or supplemented, shall not contain an untrue statement of a material
fact or fail to state a material fact necessary to make the statements therein,
in the light of the circumstances in which they were made, not misleading; and


(vii)         if
such registration statement includes an underwritten public offering, enter
into a customary underwriting agreement and, at the closing provided for in
such underwriting agreement, provide such of the following documents as are required
thereunder: (x) an opinion or opinions of counsel to the Company; and
(y) a “cold comfort” letter or letters from the independent certified
public accountants of the Company covering such matters as are customarily
covered by such letters.


It shall be a condition
precedent to the obligation of the Company to take any action pursuant to this
Agreement in respect of the Registrable Shares which are to be registered at
the request of any Employee Stockholder that such Employee Stockholder shall
furnish to the Company such information regarding the Registrable Shares held
by such Employee Stockholder and the intended method of disposition thereof,
and shall enter into such agreements (including customary representations,
warranties, covenants, indemnities and other agreements) and execute such other
documents, in each case as the Company shall reasonably request in connection
with such registration.


Each Employee Stockholder
agrees that, upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 3(b)(vi), such Stockholder will
forthwith discontinue disposition of Registrable Shares pursuant to the
registration statement covering such Registrable Shares until such Employee
Stockholder receives the copies of the prospectus supplement or amendment
contemplated by Section 3(b)(vi), and, if so directed by the Company, such
Employee Stockholder will deliver to the


 


8





















 


Company all copies, other
than permanent file copies, then in such Employee Stockholder’s possession, of
the prospectus covering such Registrable Shares current at the time of receipt
of such notice.  In the event the Company
shall give any such notice, the period mentioned in Section 3(b)(ii) shall be
extended by the greater of (i) thirty (30) days or (ii) the number of
days during the period from and including the date of the giving of such notice
pursuant to Section 3(b)(vi) to and including the date when such Employee
Stockholder shall have received the copies of the prospectus supplement or
amendment contemplated by Section 3(b)(vi).


(c)   Expenses.  With respect to each inclusion of Registrable
Shares in a registration statement pursuant to Section 3(a), the Company shall
bear the following fees, costs and expenses: 
all registration, filing and listing fees, printing expenses, fees and
disbursements of counsel for the Company, fees and disbursements of accountants
for the Company, and all legal fees and disbursements and other expenses of
complying with state securities or Blue Sky laws of any jurisdictions in which
the securities to be offered are to be registered or qualified.  Fees and disbursements of counsel for the
transferring Employee Stockholders, fees and disbursements of accountants for
the Employee Stockholders, underwriting discounts and commissions, transfer
taxes and any other expenses incurred by the Employee Stockholders not
expressly included above shall be borne by the applicable Employee
Stockholders.


(d)   Lock-up
Agreement.  If any registration of
Registrable Shares shall be in connection with an underwritten public offering,
each Employee Stockholder agrees not to, and shall use its best efforts to
cause its Affiliates not to, effect any sale or distribution (except as a
participant in such underwritten public offering), including any sale pursuant
to Rule 144 under the Securities Act, of any equity securities of the Company,
or of any security convertible into or exchangeable or exercisable for any
equity security of the Company (in each case, except as a participant in such
underwritten public offering), during the seven days prior to, and during the
180-day period (or such shorter period as the managing underwriters may require
or permit) beginning on, the effective date of such registration.


4.             Representations,
Warranties and Covenants.  Each Employee Stockholder represents
and warrants to the Company as follows:


(a)   Such
Employee Stockholder is acquiring the Shares for the Employee Stockholder’s own
account and not with a view to distributing or reselling the Shares in any
transaction that would be in violation of any federal or state securities laws.


(b)   Such
Employee Stockholder understands that the Shares have not been registered under
the Securities Act, or registered or qualified under the securities laws of any
state, and that the Employee Stockholder may not sell or otherwise transfer the
Shares unless the Shares are subsequently registered under the Securities Act
and registered or qualified under applicable state securities laws, or unless
an exemption is available that permits the sale or transfer without such
registration and qualification.


(c)   Such
Employee Stockholder acknowledges that he or she has been advised that
(i) a restrictive legend in the form set forth below will be placed on any
certificate representing the Shares and (ii) a notation will be made in
the appropriate records of the Company indicating that the Share is subject to
restrictions on transfer and appropriate stop


 


9





















 


transfer
restrictions will be issued to the Company’s transfer agent with respect to the
Shares.  Any certificate representing  Shares
issued to any Employee Stockholder or any of its Permitted Transferees shall
bear the following legend on the face thereof:


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO AN EMPLOYEE STOCKHOLDERS AGREEMENT, DATED AS
OF JANUARY 21, 2005, AMONG CELANESE CORPORATION, AND THE STOCKHOLDERS PARTIES
THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE ISSUER.  NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH
EMPLOYEE STOCKHOLDERS AGREEMENT.  THE
HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE
BOUND BY ALL OF THE PROVISIONS OF SUCH EMPLOYEE STOCKHOLDERS AGREEMENT.”


(d)   If
any Shares are to be disposed of in accordance with Rule 144 under the
Securities Act or otherwise, such Employee Stockholder will promptly notify the
Company of such intended disposition and will deliver to the Company at or
prior to the time of such disposition such documentation as the Company may
reasonably request in connection with such sale and, in the case of a disposition
pursuant to Rule 144, will deliver to the Company an executed copy of any
notice on Form 144 required to be filed with the Commission.


(e)   Such
Employee Stockholder has been furnished with and has carefully read the
confidential Information Memorandum (including the Exhibits and Annexes
thereto) relating to the purchase of the Shares.  Such Employee Stockholder is as of the date
hereof an employee of the Company or one of its Subsidiaries and in such
capacity has acquired at least a general understanding of the Company and its
business.  Such Employee Stockholder
understands that the Shares to be issued pursuant to this Agreement are being
issued pursuant to the Plan.  Such Employee
Stockholder has been given the opportunity to obtain any additional information
or documents (and to ask questions and receive answers about such information
and documents) about the Company and its business which he or she deems
necessary to evaluate the merits and risks related to his or her investment in
the Shares.


(f)    In
making his or her decision to acquire the Shares, such Employee Stockholder has
relied upon independent investigations made by him or her and, to the extent
believed by the Employee Stockholder to be appropriate, his or her
representatives, including his or her own professional, financial, tax and
other advisors.


(g)   The
Employee Stockholder is able to bear the economic risk of a total loss of the
Employee Stockholder’s investment in the Company, and the Employee Stockholder
has adequate means of providing for the Employee Stockholder’s current needs
and foreseeable personal contingencies and has no need for the Employee
Stockholder’s investment in the Shares to be liquid.


 


10





















 


(h)   Such
Employee Stockholder understands that the purchase of the Shares is a
speculative investment which involves a high degree of risk of loss of his or
her investment therein, there are substantial restrictions on the
transferability of the Shares, and, on the Closing Date and for an indefinite
period following the Closing, there will be no public market for the Shares
and, accordingly, it may not be possible for such Employee Stockholder to
liquidate his or her investment in case of emergency, if at all.


(i)    Such
Employee Stockholder understands and has taken cognizance of all risk factors
related to the purchase of the Shares, and such Employee Stockholder, either
alone or with his or her purchaser representative, has such knowledge and
experience in financial and business matters that he or she is capable of
evaluating the merits and risks of his or her purchase of the Shares as
contemplated by this Agreement.


(j)    If
such Employee Stockholder is resident in a community property state, such
Employee Stockholder’s spouse, if any, has duly executed or will duly execute
the Consent of Spouse attached hereto as Annex I, and such Consent of
Spouse was delivered as of the date of this Agreement, or, if later, the date
such party became a party.  Such Consent
of Spouse was duly authorized, executed and delivered by such Spouse and
effectively binds such spouse to the terms set forth therein.


5.             Confidentiality.  (a)              No
Employee Stockholder will at any time (whether during or after such Employee
Stockholder’s employment with the Company or one of its Subsidiaries) (x)
retain or use for the benefit, purposes or account of such Employee Stockholder
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 of Directors.


(b)   “Confidential
Information” shall not include any information that is (a) generally known to
the industry or the public other than as a result of an Employee Stockholder’s
breach of this covenant; (b) made legitimately available to such Employee
Stockholder by a third party without breach of any confidentiality obligation;
or (c) required by law to be disclosed; provided that such Employee
Stockholder 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.


(c)  
Upon termination of an Employee Stockholder’s employment with the Company for
any reason, such Employee Stockholder shall (x) cease and not thereafter
commence use of any Confidential Information or intellectual property
(including without


 


11





















 


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 such Employee Stockholder’s possession or control (including any
of the foregoing stored or located in such Employee Stockholder’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 such Employee Stockholder 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 such Employee Stockholder is or becomes
aware.


6.             Employment
by the Company.  Nothing
contained in this Agreement or the Subscription Agreement (a) obligates
the Company or any Subsidiary or Affiliate of the Company to employ the
Employee Stockholder in any capacity whatsoever or (b) prohibits or
restricts the Company (or any such Subsidiary or Affiliate) from terminating
the employment of the Employee Stockholder at any time or for any reason
whatsoever, with or without Cause, and the Employee Stockholder hereby
acknowledges and agrees that neither the Company nor any other Person has made
any representations or promises whatsoever to the Employee Stockholder
concerning the Employee Stockholder’s employment or continued employment by the
Company or any Subsidiary or Affiliate of the Company.


7.             Taxes.  The Company will have the right to deduct
from any cash payment made under this Agreement to the applicable Employee
Stockholder Group any federal, state or local income or other taxes required by
law to be withheld with respect to such payment.


8.             After-Acquired
Securities.  Each Employee
Stockholder agrees that, except as otherwise provided herein, all of the
provisions of this Agreement shall apply to all of the Shares and Common Stock
Equivalents now owned or which may be issued or transferred hereafter to a
Stockholder in consequence of any additional issuance, purchase, exchange or
reclassification of any of such Shares or Common Stock Equivalents, corporate
reorganization, or any other form of recapitalization, consolidation, merger,
share split or share dividend, or which are acquired by a Stockholder in any
other manner.


9.             Recapitalization,
Exchange, Etc.  The provisions of
this Agreement shall apply, to the full extent set forth herein with respect to
the Shares and the Common Stock Equivalents, to any and all shares of capital
stock of the Company, Common Stock Equivalents or other securities of the
Company that may be issued in respect of, in exchange for, or in substitution
of the Shares or Common Stock Equivalents. 
If, and as often as, there are any changes in the Shares or the Common
Stock Equivalents, by way of any stock dividends, splits, reverse splits,
combinations, or reclassifications, or through merger, consolidation,
reorganization or recapitalization or by any other means occurring after the
date of this Agreement, appropriate adjustment shall be made to the provisions
of this Agreement, as may be required, so that the rights, privileges, duties
and obligations hereunder shall continue with respect to the Shares and Common
Stock Equivalents as so changed.


 


12





















 


10.           Notices.  All notices, demands or other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first class mail, return receipt requested, telecopier,
courier service, or personal delivery:


	
  if to the Company:

  
	
   

  
	
   

  	
  Celanese Corporation

  
	
   

  	
  1601 West LBJ Freeway

  
	
   

  	
  Dallas, TX 75234-6034

  
	
   

  	
  Telecopy:

  
	
   

  	
  Attention:

  
	
   

  	
   

  
	
  if to the Sponsors:

  
	
   

  
	
   

  	
  c/o The Blackstone Group L.P.

  
	
   

  	
  345 Park Avenue, 31st
  Floor

  
	
   

  	
  New York, NY 10154

  
	
   

  	
  Telecopy: (212)
  583-5722

  
	
   

  	
  Attention: Chinh Chu

  
	
   

  	
   

  
	
   

  	
  with a required copy
  (which shall not constitute notice) to:

  
	
   

  	
   

  
	
   

  	
  Simpson Thacher &
  Bartlett LLP

  
	
   

  	
  425 Lexington Avenue

  
	
   

  	
  New York, NY 10017

  
	
   

  	
  Telecopy: (212)
  455-2502

  
	
   

  	
  Attention: William R.
  Dougherty

  



 


if to an Employee
Stockholder, to him or her at his or her address or telecopy number set forth in
the books and records of the Company.


All such notices, demands and other communications
shall be deemed to have been duly given when delivered by hand, if personally
delivered; when delivered by courier, if delivered by commercial courier
service; five (5) Business Days after being deposited in the mail, postage
prepaid, if mailed; and when receipt is mechanically acknowledged, if
telecopied.  Any party may by notice
given in accordance with this Section 10 designate another address or
Person for receipts of notices hereunder.


11.           Successors,
Assigns and Transferees.  The
provisions of this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their Permitted Transferees and their
respective successors, each of which Permitted Transferees shall agree, in a
writing in form and substance satisfactory to the Company, to become a party
hereto and be bound to the same extent as its transferor hereby; provided
that no Employee Stockholder may assign to any Permitted Transferee any of its
rights hereunder other than in connection with a transfer to such Permitted
Transferee of Shares in accordance with the provisions of this Agreement.


12.           Amendment
and Waiver.


 


13





















 


(a)   No
failure or delay on the part of any party hereto in exercising any right, power
or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or
remedy.  The remedies provided for herein
are cumulative and are not exclusive of any remedies that may be available to
the parties hereto at law, in equity or otherwise.


(b)   Any
amendment, supplement, modification or waiver of or to any provision of this
Agreement shall be effective only if it is made or given in writing and signed
by (i) the Company and (ii) Stockholders which own on a fully-diluted
basis shares of Common Stock representing at least a majority of the voting
power represented by all Common Stock outstanding on a fully diluted basis and
owned by all Stockholders; provided, however, that this Agreement
shall not be amended, supplements, modified or any provision waived in a manner
that materially adversely affects the Employee Stockholders and their Permitted
Transferees without the prior written consent of holders of a majority of the
Common Stock then beneficially owned by the Employee Stockholders and their
Permitted Transferees.  Any such
amendment, supplement, modification, waiver or consent shall be binding upon
the Company and all of the Employee Stockholders.


13.           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement.  Any counterpart or other
signature hereupon delivered by facsimile shall be deemed for all purposes as
constituting good and valid execution and delivery of this Agreement by such
party.


14.           Specific
Performance.  The parties hereto
intend that each of the parties have the right to seek damages or specific
performance in the event that any other party hereto fails to perform such
party’s obligations hereunder. 
Therefore, if any party shall institute any action or proceeding to
enforce the provisions hereof, any party against whom such action or proceeding
is brought hereby waives any claim or defense therein that the plaintiff party
has an adequate remedy at law.


15.           Headings;
Interpretation.  The headings in this
Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.  In
this Agreement, unless the context otherwise requires, words in the singular
number or in the plural number will each include the singular number and the
plural number, words of the masculine gender will include the feminine and the
neuter, and, when the sense so indicates, words of the neuter will refer to any
gender.


16.           Severability.  If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair
the benefits of the remaining provisions hereof.


 


14





















 


17.           Entire
Agreement.  This Agreement, the
Subscription Agreement, any option agreements entered into between the Company
and the Employee Stockholders and the other documents referred to herein or
delivered pursuant hereto contain the entire understanding of the parties with
respect to the subject matter hereof and thereof.  There are no agreements, representations,
warranties, covenants or undertakings with respect to the subject matter hereof
and thereof other than those expressly set forth herein and therein.


18.           Further
Assurances.  Each of the parties
shall, and shall cause their respective Affiliates to, execute such documents
and perform such further acts as may be reasonably required or desirable to
carry out or to perform the provisions of this Agreement.


19.           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.


20.           Consent
to Jurisdiction; No Jury Trial. 
Any legal action, suit or proceeding arising out of or relating to this
Agreement may be instituted in any federal court in the Southern District of
New York, or in any state court in which venue would otherwise be properly
located in the Southern District of New York, and each party waives any
objection which such party may now or hereafter have to the laying of the venue
of any such action, suit or proceeding, and irrevocably submits to the
jurisdiction of any such court.  Any and
all service of process and any other notice in any such action, suit or
proceeding will be effective against any party if given as provided
herein.  Nothing herein contained will be
deemed to affect the right of any party to serve process in any manner
permitted by law or to commence legal proceedings or otherwise proceed against
any other party in any jurisdiction other than New York.  THE PARTIES
HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT PROCEEDING OR COUNTERCLAIM
BROUGHT BY EITHER OF THEM AGAINST THE OTHER IN ANY MATTERS ARISING OUT OF OR IN
ANY WAY CONNECTED WITH THIS AGREEMENT.


21.           Additional Employee Stockholders.  Any employee or director of the Company or
any of its Subsidiaries who becomes party to a stock subscription agreement or
option agreement after the date hereof may become a party hereto and may become
bound hereby by entering into a supplemental agreement with the Company
agreeing to be bound by the terms hereof (or only specific sections hereof) in
the same manner as the other Employee Stockholders.  Each such supplemental agreement shall become
effective upon its execution by the Company and such employee or director, and
it shall not require the signature or consent of any other party hereto.  Such supplemental agreement may modify some
of the terms hereof as they affect such employee or director.


 


15





















 


IN WITNESS WHEREOF, the
undersigned have executed, or have caused to be executed, this Employee
Stockholders Agreement on the date first written above.


 


	
   

  	
  CELANESE CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


16





















 


	
   

  	
  BLACKSTONE
  CAPITAL PARTNERS (CAYMAN) LTD. 1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE
  CAPITAL PARTNERS (CAYMAN) LTD. 2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE CAPITAL
  PARTNERS (CAYMAN) LTD. 3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


17





















 


	
   

  	
  EMPLOYEE STOCKHOLDER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


18





















 


Annex I


FORM
OF CONSENT OF SPOUSE1


Reference is made to the
Employee Stockholders Agreement, signed by _______________________ (the “Employee Stockholder”) and dated as of
January 21, 2005 (the “Agreement”),
among Celanese Corporation, the Sponsors named therein and the other parties
listed on the signature pages thereto, as the same may be subsequently
modified, supplemented or amended in accordance with its terms.  Capitalized terms used but not otherwise
defined herein will have the meanings set forth in the Agreement.


The undersigned is the
spouse of the Employee Stockholder and hereby acknowledges that s/he has read
the attached Agreement and knows its content. 
The undersigned is aware that by its provisions, his or her spouse
agrees to sell all or a portion of his or her Common Stock, whether now owned
or later acquired through the exercise of stock options or otherwise, including
his or her community property interest therein, if any, upon the occurrence of
certain events.  The undersigned hereby
consents to the sale, approves the provisions of the Agreement, and agrees that
those securities and his or her interest in them, if any, are subject to the
provisions of the Agreement and that s/he will take no action at any time to
hinder operation of the Agreement on those securities or his or her interest,
if any, in them, and, to the extent required, will take any further action that
is necessary to effectuate the provisions of the Agreement.


 


	
   

  	
   

  
	
   

  	
  Name:

  



 










1                                            We expect every
Employee Stockholder who is resident of one of the community property states
(Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington
and Wisconsin) to have his or her spouse, if any, execute and deliver this
consent as of the date of the Employee Stockholders Agreement, or, if later,
the date such Employee Stockholder becomes a party to the Employee Stockholders
Agreement.





















 


Annex
II


FORM OF

ACKNOWLEDGMENT AND AGREEMENT


The undersigned wishes to
receive from [___________] (“Transferor”)
[certain shares or certain options, warrants or other rights to purchase]
[___________] shares, par value $0.0001 per share, of common stock (the “Shares”) of Celanese Corporation, a
Delaware corporation (the “Company”).


The Shares are subject to
the Employee Stockholders Agreement, dated as of January 21, 2005 (the “Agreement”), among the Company and the
other parties listed on the signature pages thereto.  The undersigned has been given a copy of the
Agreement and afforded ample opportunity to read and to have counsel review it,
and the undersigned is thoroughly familiar with its terms.


Pursuant to the terms of the
Agreement, the transferor is prohibited from transferring such Shares and the
Company is prohibited from registering the transfer of the Shares unless and
until a transfer is made in accordance with the terms and conditions of the
Agreement and the recipient of such Shares acknowledges the terms and
conditions of the Agreement and agrees to be bound thereby.


The undersigned wishes to
receive such Shares and have the Company register the transfer of such Shares.


In consideration of the
mutual promises contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and to induce the
transferor to transfer such Shares to the undersigned and the Company to
register such transfer, the undersigned does hereby acknowledge and agree that
(i) he or she has been given a copy of the Agreement and afforded ample
opportunity to read and to have counsel review it, and the undersigned is
thoroughly familiar with its terms, (ii) the Shares are subject to the
terms and conditions set forth in the Agreement, and (iii) the undersigned
does hereby agree fully to be bound thereby as an “Employee Stockholder”.


 


	
  ____________________________

  
	
  Name:

  
	
   

  
	
   

  
	
  This ________ day of
  ________, 200_.