exv10w1






Exhibit 10.1




     



AGREEMENT AND GENERAL RELEASE




     Celanese Corporation, its Subsidiaries and its Affiliates, (“Employer” or
“Company”), 1601 West LBJ Freeway, Dallas, Texas 75234 and Sandra Beach Lin, her heirs,
executors, administrators, successors, and assigns (“Employee”), agree that:




	1.	 	Last Day of Employment. The last day of employment with Celanese is August 1, 2010,
(the “Departure Date”), or such earlier date as the Company may determine in its sole
discretion. If the Company exercises its discretion to accelerate the Departure Date
(Accelerated Departure Date or ADD), the Consideration set forth in Paragraph 2(a) thru 2(l),
remains as set forth below. That is, as if she departed on August 1, 2010. However, if her
departure on the ADD causes her to not vest in a benefit, Employer and Employee will agree on
a make whole substitution. In addition, Employee will receive her salary, in a lump sum, for
the difference in dates between the Departure Date and Accelerated Departure Date. If Employee
voluntarily resigns before the Departure Date, without the express consent of the Employer,
she shall immediately be removed from the payroll and shall not be entitled to any of the
consideration set forth in Paragraphs 2(b), (c), (e), (g), (h), (i) and (j) below; and
Paragraph 2(d) shall be adjusted to reflect the date of her voluntary resignation in
accordance with the terms of the applicable award agreements. If the Employee voluntarily
resigns early, with the consent of the Company, the consideration in Paragraph 2b remains as
set forth below. However, the consideration in Paragraphs 2 (c),(d),(e),(f),(g) and (h), will
be adjusted to correspond with the New Departure Date (NDD) and Employee will only be paid her
base salary until the NDD.
	 
	2.	 	Consideration. Each separate installment under this Agreement shall be treated as a
separate payment for purposes of determining whether such payment is subject to or exempt from
compliance with the requirements of Section 409A of the Internal Revenue Code. In
consideration for signing this Agreement and compliance with the promises made herein,
Employer and Employee agree:






a.
Voluntary Resignation. Employee agrees to voluntarily resign from the Employer
effective on the Departure Date, ADD, or NDD as the case may be. Effective as of the close of
business on such Departure Date, Employee will resign from all positions held as a corporate
officer of the Company (including without limitation any positions as an officer, employee
and/or director), and from all positions held on behalf of the Company (e.g., external board
memberships, internal committee positions).




b.
Separation Pay. The Company will pay an amount equal to her current annual base
salary plus target annual bonus for a total payment of $990,000, less any lawful deductions.
Such amount shall be paid in installments as follows; (i) the first installment in the amount
of $495,000 (representing 50% of the total payment) will be paid within 30 business days of
the Departure Date, and (ii) the remaining $495,000 will be paid in thirteen (13)
substantially equal bi-weekly installments that begin within 30 days of the Departure Date.




c.
Bonus. Employee will be eligible to receive a full year bonus payout for 2009 and,
if the Departure Date is after January 31, 2010, for 2010, a prorated bonus payout based on
the number of full months of service completed in 2010. The full year 2009 bonus will be
based on the Target bonus for a Salary Level 1 employee (80% of annual base salary), adjusted
for Company



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performance, but without modification for Employee’s individual performance (a 1.0
personal
modifier). If applicable, the prorated 2010 bonus payout will be based on the Target bonus for
a Salary Level 1 employee (80% of annual base salary), and without modification for Employee’s
individual performance (a 1.0 personal modifier). Assuming an August 1, 2010 Departure Date,
the prorated 2010 bonus would be $256,667. The 2009 bonus payout will be paid to the Employee
during the 2010 calendar year, but in no event later than March 15, 2010. The 2010 prorated
bonus payout, if any, will be paid no later than September 1, 2010. If Employer chooses to
accelerate Employee’s departure date, she will nevertheless be eligible for a bonus payout of
$256,667 for the 2010 bonus payout. If Employee voluntarily resigns early, with the consent of
the Company, the 2010 bonus payout will be prorated to correspond with the New Departure Date
(NDD).




d.
Equity and Long Term Incentive Cash Awards. Employee will retain vesting rights to
the following awards in the following prorated amounts, in accordance with her respective
award agreements; all other awards shall be canceled effective on the departure date.



2007 Stock Options




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Options	 	 
	 	 	 	 	 	 	Vested as of	 	Unvested as of	 	Cancelled on	 	Exercisable
	Vesting Period	 	Options Granted	 	8/1/2010	 	8/1/2010	 	8/1/2010	 	until:
	 
	7/25/2007 - 1/1/2012
	 	 	200,000	 	 	 	150,000	 	 	 	50,000	 	 	 	50,000	 	 	 	8/1/2011	 






2007 Performance-Based RSU Award




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Unvested RSUs	 	 	 	 	 	 	 	 	 	Prorated	 	Timing of
	Vesting Period	 	(Target)	 	Numerator	 	Denominator	 	Amount	 	Payment
	 
	4/1/2007 - 9/30/2010

	 	 	3,750	 	 	 	42	 	 	 	42	 	 	 	3,750	 	 	Oct. 2010
	4/1/2007 - 9/30/2011

	 	 	3,750	 	 	 	41	 	 	 	54	 	 	 	2,847	 	 	Oct. 2011






2008 Time-vested RSU




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Shares	 	 
	 	 	 	 	 	 	Vested as of	 	Unvested as of	 	Cancelled on	 	Timing of
	Vesting Period	 	Unvested RSUs	 	8/1/2010	 	8/1/2010	 	8/1/2010	 	Payment
	 
	2/7/2008 - 2/7/2011
	 	 	3,000	 	 	 	0	 	 	 	3,000	 	 	 	3,000	 	 	NA
	2/7/2008 - 2/7/2012
	 	 	3,000	 	 	 	0	 	 	 	3,000	 	 	 	3,000	 	 	NA






2008 Performance-Based RSU and LTI Cash Award




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Prorated	 	Timing of
	Vesting Period	 	Target Award	 	Numerator	 	Denominator	 	Amount	 	Payment
	 
	2008 Performance RSU Award:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12/11/2008 - 9/30/2011
	 	 	21,700	 	 	 	21	 	 	 	34	 	 	 	13,403	 	 	Oct. 2011
	2008 LTI Cash Award:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12/11/2008 - 10/14/2011
	 	$	1,675,000	 	 	 	21	 	 	 	34	 	 	$	532,059	 	 	Sept. 2010






2009 Performance-Based RSU and Time Vested RSUs




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Prorated	 	Timing of
	Vesting Period	 	Target Award	 	Numerator	 	Denominator	 	Amount	 	Payment
	 
	2009 Performance RSU Award:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12/2/2009 - 9/30/2012
	 	 	24,000	 	 	 	9	 	 	 	34	 	 	 	6,353	 	 	Oct. 2012
	2009 Time Vested RSUs:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10/1/2009 - 10/1/2010
	 	 	7,200	 	 	 	9	 	 	 	12	 	 	 	5,400	 	 	Oct. 2010
	10/1/2009 - 10/1/2011
	 	 	7,200	 	 	 	9	 	 	 	24	 	 	 	2,700	 	 	Oct. 2011
	10/1/2009 - 10/1/2012
	 	 	9,600	 	 	 	9	 	 	 	36	 	 	 	2,400	 	 	Oct. 2012






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e.
Pension and 401(k) Plan Vesting. If Employee is eligible, the Employer will
fulfill its obligations according to the terms of the respective Plans.




f.
Unused Vacation. The Employer will pay to Employee wages for any approved vacation
carried over from 2009 and any prorated unused vacation for 2010 under the standard procedure
for calculating and paying any unused vacation to separated employees. The gross amount due to
Employee, less any lawful deductions, will be payable on or about September 1, 2010; subject
to the Employee providing the details of any vacation days utilized during 2009 and 2010
through the exit interview process. Employee will receive $2,115 for each day of unused
vacation paid out.




g.
Company Benefit Plans. Healthcare & dental plan coverage based on the Employee’s
current health & dental plan elections will continue until the end of the month in which the
Employee separates, in this case August 31, 2010 (assuming a August 1, 2010 Departure Date).
All other normal company programs (e.g., life insurance, long term disability, 401(k)
contributions, etc.) will continue through the Departure Date.




h.
COBRA Reimbursement and Continued Medical Plan Coverage. If the Employee elects to
continue coverage (and the coverage of her eligible family members) under the Employer’s
medical and dental plans for active employees pursuant to the requirements of the Consolidated
Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Employer will provide
twelve (12) months of company-paid COBRA health care coverage paid directly to the insurance
provider. Thereafter, Employee shall be entitled to elect to continue such COBRA coverage for
an additional six (6) months, the remainder of the COBRA period, at her own expense.




i.
Outplacement Assistance. The Employer will pay for Outplacement services for
twelve (12) months, available seven (7) days after signing the Release. Employee may select an
outplacement firm of her choice. However, the fee paid to the firm by Employer is capped at
$25,000.




j. Reference Letter & Exit Statement — Employer agrees to provide a favorable letter
of reference, mutually agreed to by Employer & Employee and signed by the Chairman & CEO.
Employer will provide a favorable announcement of departure, for both internal and external
inquiries, mutually agreed to between Employer and Employee.




k.
Return of Company Property. Employee will surrender to Employer, on the last day of
employment, all company materials, including, but not limited to: company car, laptop
computer, phone, credit card, calling cards, etc. Employee will be responsible for resolving
any outstanding balances on the company credit card.




l. Withholding. The payments and other benefits provided under this Agreement shall
be reduced by applicable withholding taxes and other lawful deductions.




	3.	 	No Consideration Absent Execution of this Agreement. Employee understands and agrees
that she would not receive the monies and/or benefits specified in Paragraph 2 above, unless
the Employee signs this Agreement on the signature page without having revoked this Agreement
pursuant to Paragraph 16 below and the fulfillment of the promises contained herein.
	 
	4.	 	General Release of Claims. Employee knowingly and voluntarily releases and forever
discharges, to the full extent permitted by law, in all countries, including but not limited
to the U.S., the Peoples





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	 	 	Republic of China (PRC), U.K. and Germany, the Employer, its parent corporation, affiliates,
subsidiaries, divisions, predecessors, successors and assigns and the current and former
employees, officers, directors and agents thereof (collectively referred to throughout the
remainder of this Agreement as “Employer”), of and from any and all claims, known and
unknown, asserted and unasserted, Employee has or may have against Employer as of the date of
execution of this Agreement, including, but not limited to, any alleged violation of:






	 	•	 	Title VII of the Civil Rights Act of 1964, as amended;
	 
	 	•	 	The Civil Rights Act of 1991;
	 
	 	•	 	Sections 1981 through 1988 of Title 42 of the United States Code, as amended;
	 
	 	•	 	The Employee Retirement Income Security Act of 1974 (ERISA), as amended;
	 
	 	•	 	The Immigration Reform and Control Act, as amended;
	 
	 	•	 	The Americans with Disabilities Act of 1990, as amended;
	 
	 	•	 	The Age Discrimination in Employment Act of 1967, as amended;
	 
	 	•	 	The Workers Adjustment and Retraining Notification Act, as amended;
	 
	 	•	 	The Occupational Safety and Health Act, as amended;
	 
	 	•	 	The Sarbanes-Oxley Act of 2002;
	 
	 	•	 	The Texas Civil Rights Act, as amended;
	 
	 	•	 	The Texas Minimum Wage Law, as amended;
	 
	 	•	 	Equal Pay Law for Texas, as amended;
	 
	 	•	 	Any other federal, state or local civil or human rights law, or any other local,
state or federal law, regulation or ordinance; or any law, regulation or ordinance of a
foreign country, including but not limited to the PRC, Federal Republic of Germany and
the United Kingdom;
	 
	 	•	 	Any public policy, contract, tort, or common law;
	 
	 	•	 	The employment, labor and benefits laws and regulations in all countries in addition
to the U.S. including but not limited to the U.K. and Germany;
	 
	 	•	 	Any claim for costs, fees, or other expenses including attorneys’ fees incurred in
these matters.






However, Employee does not waive rights or claims that may arise after the date she executes
this Agreement, or those rights or claims which arise out of or in connection with the
Agreement itself.




	5.	 	Affirmations. Employee affirms that she has not filed, caused to be filed, or
presently is a party to any claim, complaint, or action against Employer in any forum or form.
Provided, however, that the foregoing does not affect any right to file an administrative
charge with the Equal Employment Opportunity Commission (“EEOC”), subject to the
restriction that if any such charge is filed, Employee agrees not to violate the
confidentiality provisions of this Agreement and Employee further agrees and covenants that
should she or any other person, organization, or other entity file, charge, claim, sue or
cause or permit to be filed any charge with the EEOC, civil action, suit or legal proceeding
against the Employer involving any matter occurring at any time in the past, Employee will not
seek or accept any personal relief (including, but not limited to, monetary award, recovery,
relief or settlement) in such charge, civil action, suit or proceeding.
	 
	 	 	Employee further affirms that she has reported all hours worked as of the date of this release
and has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses,
commissions, and/or benefits to which she may be entitled and that no other leave (paid or
unpaid), compensation, wages, bonuses, commissions and/or benefits are due to her, except as
provided in this Agreement. Employee furthermore affirms that she has no known workplace
injuries or occupational





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	 	 	diseases and has been provided and/or has not been denied any leave requested under the Family
and Medical Leave Act. Employer affirms, to its’ knowledge, it has no existing claims against
Employee.
	 
	6.	 	Confidentiality. Employee agrees and recognizes that any knowledge or information of
any type whatsoever of a confidential nature relating to the business of the Employer or any
of its subsidiaries, divisions or affiliates, including, without limitation, all types of
trade secrets, client lists or information, employee lists or information, information
regarding product development, marketing plans, management organization, operating policies or
manuals, performance results, business plans, financial records, or other financial,
commercial, business or technical information (collectively “Confidential
Information”), must be protected as confidential, not copied, disclosed or used other than
for the benefit of the Employer at any time unless and until such knowledge or information is
in the public domain through no wrongful act by Employee. Employee further agrees not to
divulge to anyone (other than the Employer or any persons employed or designated by the
Employer), publish or make use of any such Confidential Information without the prior written
consent of the Employer, except by an order of a court having competent jurisdiction or under
subpoena from an appropriate government agency.
	 
	7.	 	Non-competition/Non-solicitation/Non-hire. Employee acknowledges and recognizes the
highly competitive nature of the business of the Employer. Without the express written
permission of Celanese, for a period of fifty-two (52) weeks, following the Departure Date
(the “Restricted Period”), Employee acknowledges and agrees that she will not: (i)
directly or indirectly solicit sales of like products similar to those produced or sold by
Employer within the Ticona, Nutrinova or Acetate business units of Employer; or (ii) directly
engage or become employed with any business that competes with the business of the Ticona,
Nutrinova or Acetate business units of Celanese, including but not limited to: direct sales,
supply chain, marketing, or manufacturing for a producer of products similar to those produced
or licensed by the aforementioned business units of Celanese. In addition, for two (2) years,
Employee will not directly or indirectly solicit, nor hire employees of Celanese for
employment. However, nothing in this provision shall restrict Employee from owning, solely as
an investment, publicly traded securities of any company which is engaged in the business of
Celanese if Employee (i) is not a controlling person of, or a member of a group which
controls; and (ii) does not, directly or indirectly, own 5% or more of any class of securities
of any such company.
	 
	8.	 	Governing Law and Interpretation. This Agreement shall be governed and conformed in
accordance with the laws of the State of Texas, without regard to its conflict of laws
provision. In the event the Employee or Employer breaches any provision of this Agreement,
Employee and Employer affirm that either may institute an action to specifically enforce any
term or terms of this Agreement. Should any provision of this Agreement be declared illegal
or unenforceable by any court of competent jurisdiction and cannot be modified to be
enforceable, excluding the general release language, such provision shall immediately become
null and void, leaving the remainder of this Agreement in full force and effect.
	 
	9.	 	Non-admission of Wrongdoing. The parties agree that neither this Agreement nor the
furnishing of the consideration for this Release shall be deemed or construed at anytime for
any purpose as an admission by Employer of any liability or unlawful conduct of any kind.
	 
	10.	 	Non-Disparagement. Employee agrees not to disparage, or make disparaging remarks or
send any disparaging communications concerning, the Employer, its reputation, its business,
and/or its directors, officers, managers. Likewise the Employer’s senior management agrees not
to disparage, or make any disparaging remark or send any disparaging communication concerning
Employee, her reputation and/or her business. A disparaging statement is any communication,
oral or written, which





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	 	 	would tend to cause the recipient of the communication to question the business condition,
integrity, competence, fairness, or good character of the person or entity to whom the
communication relates.
	 
	11.	 	Future Cooperation after Departure Date. After the Departure Date, Employer may make
reasonable requests of Employee for assistance, and Employee agrees to make reasonable efforts
to assist Company including but not limited to: assisting with transition duties, assisting
with issues that arise after retirement of employment and assisting with the defense or
prosecution of any lawsuit or claim. This includes but is not limited to providing deposition
testimony, attending hearings and testifying on behalf of the Company. The Company will
reimburse Employee for reasonable time and expenses in connection with any future cooperation
after the Departure Date, at her current annual pay, converted to an hourly rate of $475
/hr. Time and expenses can include loss of pay or using vacation time at a future employer.
The Company shall reimburse the Employee within 30 days of remittance by Employee to the
Company of such time and expenses incurred. Employer further agrees to provide Employee with
legal representation in connection with such action, suit or proceeding, for all activities
while Employee was acting in the course and scope of her employment. Should Employer determine
that a conflict of interest exists between her and Employer relating to said cooperation,
Employer will pay the cost of legal representation for all actions of Employee while working
in the course and scope of her employment. Employer reserves the right to approve, in advance,
Employee’s selection and the cost of said representation.
	 
	12.	 	Indemnification. Employer agrees to indemnify Employee and hold Employee harmless if
she is a party or is threatened to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative, or investigative (including any action or suit by or in the
right of the Company) by reason of the fact that she was working, in the course and scope of
her employment, as a director, officer employee, or agent of the Company or was serving at the
request of the Company as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses (including attorney’s
fees approved in advance by the Employer), judgments, fines and amounts paid in settlement
actually and reasonably incurred by her in connection with such action, suit or proceeding, to
the full extent permitted under applicable state and/or federal law.
	 
	13.	 	IRS Code Section 409A. The parties intend that this Agreement will be interpreted so
that pay and benefits provided hereunder will comply with or be exempt from Section 409A of
the Internal Revenue Service Code of 1986. If Employee or the Company believes that this
Agreement, or any benefit hereunder, is subject to Section 409A, each party shall advise the
other and shall advise the other and shall cooperate in good faith to take such steps as
necessary, including amending this Agreement without a diminution in the benefits Employee is
entitled to receive, to avoid the imposition of a Section 409A tax
	 
	14.	 	Injunctive Relief. Employee agrees and acknowledges that the Employer will be
irreparably harmed by any breach, or threatened breach by her of this Agreement and that
monetary damages would be grossly inadequate. Accordingly, she agrees that in the event of a
breach, or threatened breach by her of this Agreement the Employer shall be entitled to apply
for immediate injunctive or other preliminary or equitable relief, as appropriate, in addition
to all other remedies at law or equity.
	 
	15.	 	Review Period. Employee is hereby advised she
has until April 23, 2010, which is at
least forty-five (45) calendar days from the initial notification date, to review this
Agreement and to consult with an attorney prior to execution of this Agreement. Employee
agrees that any modifications, material or otherwise, made to this Agreement do not restart or
affect in any manner the original forty-five (45) calendar day consideration period.




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	16.	 	Revocation Period and Effective Date. In the event that Employee elects to
sign and return to the Company a copy of this Agreement, she has a period of seven (7) days
(the “Revocation Period”) following the date of such execution to revoke this
Agreement, after which time this agreement will become effective (the “Effective
Date”) if not previously revoked. In order for the revocation to be effective, written
notice must be received by the Company no later than close of business on the seventh day
after the Employee signs this Agreement at which time the Revocation Period shall expire.
	 
	17.	 	Amendment. This Agreement may not be modified, altered or changed except upon
express written consent of both parties wherein specific reference is made to this Agreement.
	 
	18.	 	Entire Agreement. This Agreement sets forth the entire agreement between the parties
hereto, and fully supersedes any prior obligation of the Employer to the Employee. Employee
acknowledges that she has not relied on any representations, promises, or agreements of any
kind made to her in connection with her decision to accept this Agreement, except for those
set forth in this Agreement. Notwithstanding the foregoing, it is expressly understood and
agreed that the Equity Agreements and the Long Term Incentive Award Claw Back Agreement
executed by Employee shall remain in full force and effect, except as such Equity Agreements
are modified by Section 2(d) of this Agreement. In addition, the execution of this Agreement
is not intended to release Employer from the Indemnification provision, in Paragraph 13.
	 
	19.	 	HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND
BENEFITS IN PARAGRAPH “2” ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION,
ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS SHE HAS OR MIGHT
HAVE AGAINST EMPLOYER.





     IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Release as of
the date set forth below.



	 	 	 	 	 	 	 	 	 	 	 

	Employee	 	Celanese Corporation:
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Sandra Beach Lin
	 	By:	 	/s/ Jacquelyn H. Wolf	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Sandra Beach Lin
	 	 
	 	Jacquelyn H. Wolf	 	 	 	 
	 
	 	 	 	 	 	Senior Vice President, Human Resources	 	 	 	 
	 
	Date: April 23, 2010	 	Date: April 23, 2010







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