EX-10.3








    Exhibit 10.3



 




    CELANESE
    CORPORATION

    2004 STOCK INCENTIVE PLAN



 




    SIGN-ON
    RESTRICTED STOCK UNIT AWARD AGREEMENT



 



    THIS AWARD AGREEMENT is made effective as of July 23, 2008
    (the “Date of Grant”), between Celanese Corporation
    (the “Company”) and Michael L. Summers (the
    “Participant”).



 



    R E C I T A L S:



 



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



 



    WHEREAS, the Compensation Committee (the “Committee”)
    has determined that it would be in the best interests of the
    Company and its stockholders to grant to the Participant a
    Sign-on Restricted Stock Unit Award, subject to the terms set
    forth herein, which award shall constitute an “Other
    Stock-Based Award” pursuant to Section 8 of the Plan;



 



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



 



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



 



    (a) “Cause” shall mean (i) your
    willful failure to perform your duties hereunder (other than as
    a result of total or partial incapacity due to physical or
    mental illness) for a period of thirty (30) days following
    written notice by the Company to you of such failure;
    (ii) conviction of, or a plea of nolo contendere to,
    (x) a felony under the laws of the United States or any
    state thereof or any similar criminal act in a jurisdiction
    outside the United States or (y) a crime involving moral
    turpitude; (iii) your willful malfeasance or willful
    misconduct which is demonstrably injurious to the Company;
    (iv) any act of fraud by you; (v) any material
    violation of the Company’s code of conduct; (vi) any
    material violation of the Company’s policies concerning
    harassment or discrimination; (vii) your conduct that
    causes material harm to the business reputation of the Company;
    or (viii) your breach of the Confidentiality and
    Non-Compete Covenants.



 



    (b) “Good Reason” shall mean any of the
    following conditions which occurs without your consent:
    (i) a material diminution in your base salary or annual
    bonus opportunity; (ii) a material diminution in your
    authority, duties or responsibilities (including status,
    offices, title and reporting requirements); (iii) a
    material change in the geographic location at which you must
    perform your duties; (iv) the failure of the Company to pay
    compensation or benefits when due;, or (v) any other action
    or inaction that constitutes a material breach by the Company of
    this letter agreement. The conditions described above will not
    constitute “Good Reason” unless you provide written
    notice to the Company of the existence of the condition
    described above within ninety (90) days after the initial
    existence of such condition. In addition, the conditions
    described above will not constitute “Good Reason”
    unless the Company fails to remedy the condition within a period
    of thirty (30) days after receipt of the notice described
    in the preceding sentence. If the Company fails to remedy the
    condition within the period referred to in the preceding
    sentence, you may terminate your employment with the Company for
    “Good reason” within the next thirty (30) days
    following the expiration of the cure period.



 



    (c) “Performance Target” shall mean
    progress towards, or achievement of, as determined in the sole
    discretion of the Chief Executive Officer of the Company, the
    following objectives:



 



    (i) The implementation of the new HR global information
    system;



 



    (ii) The establishment of a world class HR team;



 



    (iii) The development and execution of a plan to bring the
    Company’s HR function to world class performance standards.













 






    (d) “Plan” shall mean the Celanese
    Corporation 2004 Stock Incentive Plan, as amended from time to
    time.



 



    (e) “Total Disability” shall be determined
    by regulation of the Committee from time to time in its sole
    discretion.



 



    2.  Grant of Restricted Stock
    Units.   The Company hereby grants to the
    Participant, subject to adjustment as set forth in the Plan,
    (i) 21,000 time-vesting Restricted Stock Units (the
    “Time RSUs”) and (ii) 9,000 performance-vesting
    Restricted Stock Units (the “Performance RSUs” and
    together with the Time RSUs, the “RSUs”). The RSUs
    shall be subject to the terms and conditions set forth herein.



 



    3.  Vesting of Restricted Stock
    Units.  



 



    (a) General.  



 



    (i) Subject to Sections 3(b) and 3(c) below, and
    subject to the Participant’s continued Employment with the
    Company and its Affiliates, fifty percent (50%) of the Time RSUs
    granted pursuant to this Agreement shall vest on each of
    June 5, 2009 and June 7, 2010 (each such date being
    referred to as a “Vesting Date”). Each period between
    the Date of Grant and a Vesting Date shall be referred to herein
    as a “Vesting Period.”



 



    (ii) Subject to Sections 3(b) and 3(c) below, and
    subject to the Participant’s continued Employment with the
    Company and its Affiliates, up to fifty percent (50%) of the
    Performance RSUs granted pursuant to this Agreement shall vest
    on each Vesting Date to the extent that the Performance Target
    for such Performance RSU is achieved for the vesting period
    ending on such Vesting Date.



 



    (b) Change in Control.   Upon the
    occurrence of a Change in Control, RSUs, to the extent not
    previously canceled, shall become fully vested.



 



    (c) Termination of Employment.  



 



    (i) General.   Except as provided
    in paragraph (ii) below, if the Participant’s
    Employment with the Company and its Affiliates terminates for
    any reason, the RSUs, to the extent not then vested, shall be
    immediately canceled by the Company without consideration.



 



    (ii) In the event that at any time prior to the date where
    the RSUs covered by this Agreement shall become fully vested
    (100%) as outlined in paragraph 3(a) above, the
    Participant’s Employment is terminated (x) by the
    Company without Cause, (y) by the Participant with Good
    Reason, or (z) due to the Participant’s death or Total
    Disability, then:



 



    (1)  all Time RSUs shall become immediately and
    unconditionally vested; and



 



    (2)  the number of Performance RSUs which become
    vested (rounded up to the nearest number of whole shares) with
    respect to each incomplete Vesting Period on such termination
    date shall be equal to the product of (1) the number of
    Performance RSUs granted hereunder, as adjusted if applicable,
    multiplied by (2) a fraction the numerator of which is the
    number of full months during any such Vesting Period through and
    including the date of termination and the denominator of which
    is the number of full months in each respective Vesting Period.



 



    The RSUs that vest under this paragraph 3(c)(ii) shall be
    issued as soon as practicable, but in no event later than
    21/2
    months after the end of the calendar year in which the
    Participant’s employment with the Company is
    terminated; and



 



    (iii) upon determination of the number of vested RSUs
    pursuant to clause (ii) above, all remaining RSUs shall be
    canceled without consideration.



 



    4.  Settlement of RSUs.   As
    soon as practicable following each Vesting Date (but in no event
    later than
    21/2
    months after the Vesting Date, or, in the event of a Change in
    Control, immediately prior to the occurrence of such Change in
    Control), the Company shall deliver to the Participant, in
    complete settlement of all vested RSUs, a number of Shares equal
    to the number of vested RSUs determined hereunder that have not
    previously been settled.




    

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



 



    6.  Legend on Certificates.  
    The certificates representing the Shares issued in respect of
    the RSUs shall be subject to such stop transfer orders and other
    restrictions as the Committee may determine is required by the
    rules, regulations, and other requirements of the Securities and
    Exchange Commission, any stock exchange upon which such Shares
    are listed, any applicable federal or state laws and the
    Company’s Certificate of Incorporation and Bylaws, and the
    Committee may cause a legend or legends to be put on any such
    certificates to make appropriate reference to such restrictions.



 



    7.  Transferability.   An RSU
    may not be assigned, alienated, pledged, attached, sold or
    otherwise transferred or encumbered by the Participant otherwise
    than by will or by the laws of descent and distribution, and any
    such purported assignment, alienation, pledge, attachment, sale,
    transfer or encumbrance shall be void and unenforceable against
    the Company or any Affiliate; provided that the designation of a
    beneficiary shall not constitute an assignment, alienation,
    pledge, attachment, sale, transfer or encumbrance.



 



    8.  Taxes.   The Company shall
    be entitled to require, as a condition of delivery of the Shares
    in settlement of the RSUs, that the Participant agree to remit
    and when due an amount in cash sufficient to satisfy all current
    or estimated future federal, state and local withholding, and
    other taxes relating thereto. The Participant may be required to
    pay to the Company or its Affiliate and the Company or its
    Affiliate shall have the right and is hereby authorized to
    withhold from any payment due or transfer made with respect to
    the RSUs or from any compensation or other amount owing to a
    Participant the amount (in cash, Shares, other securities, other
    Awards or other property) of any applicable withholding taxes in
    respect of the vesting and or settlement of RSUs (including
    withholding of Shares otherwise deliverable in settlement of
    RSUs) and to take such action as may be necessary in the
    discretion of the Company to satisfy all obligations for the
    payment of such taxes.



 



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



 



    10.  Notices.   Any notice
    under this Award Agreement shall be addressed to the Company in
    care of its General Counsel, addressed to the principal
    executive office of the Company and to the Participant at the
    address last appearing in the personnel records of the Company
    for the Participant or to either party at such other address as
    either party hereto may hereafter designate in writing to the
    other. Any such notice shall be deemed effective upon receipt
    thereof by the addressee.



 



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



 



    12.  Restricted Stock Units Subject to
    Plan.   By entering into this Award Agreement
    the Participant agrees and acknowledges that the Participant has
    received and read a copy of the Plan. The RSUs and the Shares
    issued upon vesting thereof are subject to the Plan, which is
    hereby incorporated by reference. In the event of a conflict
    between any term or provision contained herein and a term or
    provision of the Plan, the applicable terms and provisions of
    the Plan shall govern and prevail.



 



    13.  Signature in
    Counterparts.   This Award Agreement may be
    signed in counterparts, each of which shall be an original, with
    the same effect as if the signatures thereto and hereto were
    upon the same instrument.



 



    14.  Validity of
    Agreement.  This Award Agreement shall be
    valid, binding and effective upon the Company on the Date of
    Grant. However, the RSUs contained in this Award Agreement shall
    be forfeited by the Participant and this Award Agreement shall
    have no force and effect if it is not duly executed (as outlined
    in Section 13) by the Participant within sixty
    (60) days of the Date of Grant.



 



    This Sign-on Restricted Stock Unit Award Agreement dated
    July 23, 2008 has been delivered to Participant pursuant to
    such action approved by the Committee on the Grant Date and can
    be accepted only by the signature of the Participant and timely
    delivery thereof to the Company in accordance with the terms of
    this Agreement.




    

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    IN WITNESS WHEREOF, this Award Agreement has been executed and
    delivered by the parties hereto.



 



    CELANESE CORPORATION



 


			
	 	    By: 
	
    /s/  David
    N. Weidman









    Name:     David N. Weidman



			
	 	    Title: 
	
    Chairman and Chief Executive Officer




 



    Date: August 1, 2008



 








    ACCEPTED AND
    AGREED:                                            PARTICIPANT



 


			
	 	    By: 
	
    /s/  Michael
    L. Summers









    Name:     Michael L. Summers




    Employee ID: [Redacted]



 



    Date: August 12, 2008




    

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