EX-10.4








    Exhibit 10.4







    
    



 




    AGREEMENT
    AND GENERAL RELEASE



 



    Celanese Corporation, its Subsidiaries and its Affiliates,
    (“Employer” or “Company”), 1601 West
    LBJ Freeway, Dallas, Texas 75234 and William P. Antonace, his
    heirs, executors, administrators, successors, and assigns
    (“Employee”), agree that:



 



    1. Last Day of Employment (Separation
    Date).  The last day of employment with
    Celanese is February 29, 2008.



 



    2. Consideration.  In consideration
    for signing this Agreement and General Release and compliance
    with the promises made herein, Employer and Employee agree:



 



    a. Voluntary Resignation.  Employee
    agrees to voluntarily resign from the Employer effective
    February 29, 2008.



 



    b. Separation Pay.  Pursuant to the
    terms of your offer letter dated April 6, 2007, the Company
    will pay your base salary plus target bonus for a period of one
    (1) year; or a total payment of $467,500, minus lawful
    deductions. Such amount shall be paid in substantially equal
    (bi-weekly) installments that commence for the period beginning
    March 1, 2008 and ending February 28, 2009, subject to
    execution of this Agreement.



 



    c. Bonus.  To the extent the
    Employer pays bonuses under its bonus plan for 2007, Employee
    will receive a bonus payout for 2007. The 2007 bonus payout will
    be based on Company and Employee’s individual performance,
    where the final amount paid will be based on a 0.5 modifier. The
    2007 bonus payout will be $109,009, minus lawful deductions and
    will be paid at the same time as other similarly situated
    executives receive their 2007 bonus payouts, which is currently
    planned for March 14, 2008. Employee will not receive a
    performance bonus payout for 2008.



 



    d. Restricted Stock Unit
    Grant.  With respect to the Performance-Based
    Restricted Stock Unit (RSU) Agreement made effective between the
    Company and the Employee as of April 25, 2007, Employee
    will be eligible to vest in not more than 7,680 RSUs pursuant to
    section 3(d)(ii) of such RSU agreement, as if employment
    with the Company was terminated without Cause (as defined in the
    RSU agreement) effective February 29, 2008, in the amounts
    and on the vesting dates outlined in the attached Exhibit
    “A”, where the actual number of eligible RSUs that
    ultimately vest on each vesting date will be determined based on
    the extent to which the Performance Targets are achieved for
    such Performance Period according to the terms and conditions of
    the RSU agreement.



 



    e. Relocation Costs.  Employer
    waives any obligation for the Employee to reimburse the Company
    for relocation costs paid by the Company.



 



    f. 401(k) Vesting.  As of
    January 1, 2008, Employee is vested in the Company 401(k).



 



    g. Unused Vacation.  The Employer
    will pay to Employee wages for prorated unused vacation for 2008
    and any vacation carried over from 2007.



 



    h. Company Benefit
    Plans.  Healthcare & dental coverage
    will continue until the last day of the month in which Employee
    separates, in this case February 29, 2008, according to
    Employee’s current health & dental plan
    elections. All other normal company programs (e.g., life
    insurance, long term disability, 401(k) contributions, etc.)
    will continue through the date of resignation.



 



    i. COBRA Coverage.  The Employer
    will pay the Employee’s healthcare & dental COBRA
    premiums for a period of three (3) months following the
    date of resignation, or through May 31, 2008. Thereafter,
    Employee shall be entitled to continue receiving such
    healthcare & dental plan coverage via COBRA for the
    remainder of the COBRA period at Employee’s expense.




    

    1








 






    j. Outplacement Services.  The
    Employer will pay the cost for Employee to participate in the
    Executive Job Search Program offered by Challenger,
    Gray & Christmas for outplacement services for a
    period of up to one year following the date of resignation, or
    through February 28, 2009.



 



    k. Unemployment.  Employer will not
    contest any unemployment claims made by the Employee.



 



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



 



    3. No Consideration Absent Execution of this
    Agreement.  Employee understands and agrees
    that he/she
    would not receive the monies
    and/or
    benefits specified in Paragraph “2” above, unless the
    Employee signs this Agreement and General Release on the
    signature page without having revoked this Agreement and General
    Release pursuant to paragraph 15 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.,
    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
    and General Release, 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, 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 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.




 



    5. Affirmations.  Employee affirms
    that he/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”),




    

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    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
    he/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
    he/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
    he/she may
    be entitled and that no other leave (paid or unpaid),
    compensation, wages, bonuses, commissions
    and/or
    benefits are due to him/her, except as provided in this
    Agreement and General Release. Employee furthermore affirms that
    he/she has
    no known workplace injuries or occupational diseases and has
    been provided
    and/or has
    not been denied any leave requested under the Family and Medical
    Leave Act.



 



    6. Confidentiality.  Employee and
    Employer agree not to disclose any information regarding the
    existence or substance of this Agreement and General Release,
    except to his spouse, tax advisor, and an attorney with whom
    Employee chooses to consult regarding his consideration of this
    Agreement and General Release.



 



    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.  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 (52) weeks, following the
    Effective Date (the “Restricted Period”), Employee
    acknowledges and agrees that
    he/she will
    not: (i) directly or indirectly solicit sales of like
    products similar to those produced or sold by Employer; or
    (ii) directly engage or become employed with any business
    that competes with the business 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 Celanese. In addition, for
    (2) years, Employee will not directly or indirectly solicit
    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 and General
    Release 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 and General Release, Employee
    and Employer affirm that either may institute an action to
    specifically enforce any term or terms of this Agreement and
    General Release. Should any provision of this Agreement and
    General Release 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 and General Release in full force
    and effect.



 



    9. Non-admission of
    Wrongdoing.  The parties agree that neither
    this Agreement and General Release 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.




    

    3








 






    10. Neutral Reference.  If
    contacted by another organization, the Employer will only
    provide dates of employment and that the Employee voluntarily
    resigned from the Company.



 



    11. 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, his reputation
    and/or his
    business.



 



    12. Future Cooperation after Separation
    Date.  After separation, Employee agrees to
    make reasonable efforts to assist Company including but not
    limited to: assisting with transition duties, assisting with
    issues that arise after separation 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 separation
    date. 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, but in no event
    later than the end of the Employee’s tax year following the
    tax year in which the Employee incurs such time and expenses and
    such reimbursement obligation shall remain in effect for five
    years and the amount of expenses eligible for reimbursement
    hereunder during Employee’s tax year will not affect the
    expenses eligible for reimbursement in any other tax year.



 



    13. Injunctive Relief.  Employee
    agrees and acknowledges that the Employer will be irreparably
    harmed by any breach, or threatened breach by him of this
    Agreement and that monetary damages would be grossly inadequate.
    Accordingly, he agrees that in the event of a breach, or
    threatened breach by him 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.



 



    14. Review Period.  Employee is
    hereby advised he has until March 21, 2008, twenty-one
    (21) calendar days, to review this Agreement and General
    Release and to consult with an attorney prior to execution of
    this Agreement and General Release. Employee agrees that any
    modifications, material or otherwise, made to this Agreement and
    General Release do not restart or affect in any manner the
    original twenty-one (21) calendar day consideration period.



 



    15. Revocation Period and Effective
    Date.  In the event that Employee elects to
    sign and return to the Company a copy of this Agreement,
    he/she has a
    period of seven (7) days (the “Revocation
    Period”) following the date of such execution to revoke
    this Agreement and General Release, 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 and General Release at which time
    the Revocation Period shall expire.



 



    16. Amendment.  This Agreement and
    General Release may not be modified, altered or changed except
    upon express written consent of both parties wherein specific
    reference is made to this Agreement and General Release.



 



    17. Entire Agreement.  This
    Agreement and General Release sets forth the entire agreement
    between the parties hereto, and fully supersedes any prior
    obligation of the Employer to the Employee. Employee
    acknowledges that
    he/she has
    not relied on any representations, promises, or agreements of
    any kind made to him/her in connection with his decision to
    accept this Agreement and General Release, except for those set
    forth in this Agreement and General Release.



 



    18. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL
    RELEASE, 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 AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND
    RELEASE ALL CLAIMS HE/SHE HAS OR MIGHT HAVE AGAINST EMPLOYER.




    

    4








 






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



 


	 	 	 
	

    EMPLOYEE:


	
 
	
    Celanese Corporation:

	
 
	
 
	
 

	

    By: /s/  
William
    P. Antonace

    




	
 
	

    By: /s/  
Kevin
    Rogan

    





	
 
	
 
	
 

	

    Date: March 21, 2008

    




	
 
	
    Date: March 28, 2008

    











    

    5








 







    EXHIBIT A



 






    Calculation
    of the Restricted Stock Units (RSUs) Eligible for Vesting for
    William P.
    Antonace:



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
    Calculation of RSUs Eligible for Vesting
	
 
	
 
	
 
	
 

	
 
	
 
	
    Eligible RSUs

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Eligible RSUs

    
	
 
	
 
	
 
	
 

	

    Performance Period


	
 
	
    before Separation
	
 
	
 
	
    Numerator
	
 
	
 
	
    Denominator
	
 
	
 
	
    upon
    Separation(1)

	
 
	
 
	

    Vesting Date


	
 

	 

	

    April 25, 2007 to September 30, 2008


	
 
	
 
	
    4,687 RSUs
	
 
	
 
	
 
	
    12
	
 
	
 
	
 
	
    17
	
 
	
 
	
 
	
    3,308 RSUs
	
 
	
 
	
 
	
    October 1, 2008
	
 

	

    April 25, 2007 to September 30, 2009


	
 
	
 
	
    4,687 RSUs
	
 
	
 
	
 
	
    12
	
 
	
 
	
 
	
    29
	
 
	
 
	
 
	
    1,939 RSUs
	
 
	
 
	
 
	
    October 1, 2009
	
 

	

    April 25, 2007 to September 30, 2010


	
 
	
 
	
    4,688 RSUs
	
 
	
 
	
 
	
    12
	
 
	
 
	
 
	
    41
	
 
	
 
	
 
	
    1,372 RSUs
	
 
	
 
	
 
	
    October 1, 2010
	
 

	

    April 25, 2007 to September 30, 2011


	
 
	
 
	
    4,688 RSUs
	
 
	
 
	
 
	
    12
	
 
	
 
	
 
	
    53
	
 
	
 
	
 
	
    1,061 RSUs
	
 
	
 
	
 
	
    October 1, 2011
	
 

	

    Total


	
 
	
 
	
    18,750 RSUs
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    7,680 RSUs
	
 
	
 
	
 
	
 
	
 









 





 





    Note:



 


			
	
    (1)		
    Pursuant to the Performance-Based Restricted Stock Unit (RSU)
    Agreement made effective between the Company and William P.
    Antonace as of April 25, 2007, the percentage of RSUs
    eligible to vest at the end of each Performance Period shall be
    determined as if employment with the Company was terminated
    without Cause effective February 29, 2008, and where the
    actual number of eligible RSUs that ultimately vest on each
    vesting date will be determined based on the extent to which the
    Performance Targets are achieved for such Performance Period
    according to the terms and conditions of the RSU agreement.




    

    6