EX-10.2








    Exhibit 10.2



 





    
    



 




    AGREEMENT
    AND GENERAL RELEASE



 



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



 



    1. Last Day of Employment (Separation
    Date).  The last day of employment with
    Celanese will be March 31, 2009, or such earlier date
    mutually agreeable to both the Employer and Employee (the
    “Separation Date”).



 



    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 on the
    Separation Date. Effective as of the close of business on such
    Separation Date, Executive will resign from all positions he
    holds 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.  Pursuant to the
    terms of your offer letter dated March 18, 2005, the
    Company will pay an amount equal to your current annual base
    salary plus target bonus, for a total payment of $1,035,000,
    less any lawful deductions. Such amount shall be paid in
    installments as follows; (i) the first installment in the
    amount of $517,500 (representing 50% of the total payment) will
    be paid immediately upon the commencement of the “payment
    period”, and (ii) the remaining $517,500 will be paid
    in thirteen (13) substantially equal (bi-weekly)
    installments that begin upon the commencement of the
    “payment period”. For purposes of this
    Section 2(b), the “payment period” shall mean the
    period beginning on the earlier of (i) October 1,
    2009, or (ii) the date which is six (6) months and one
    day following the Separation Date, whichever is applicable,
    subject to execution of this Agreement.



 



    c. Bonus.  Employee will be
    eligible to receive a bonus payout for 2008, and a prorated
    bonus payout for 2009 (based on the full months of service
    completed during 2009), under the same terms and conditions, and
    will be paid at the same time as other similarly situated
    executives who receive a bonus payout for these performance
    years. The 2008 bonus payout will be paid to the Employee during
    the 2009 calendar year but in no event later than March 15,
    2009, and 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 2008 and prorated 2009 bonus payouts
    will be based on Company performance without modification for
    Employee’s individual performance.



 



    d. Deferred
    Compensation.  Notwithstanding anything to the
    contrary in the Employee’s 2007 Deferral Agreement dated
    April 2, 2007, the Employee shall be 100% vested in his
    Restructured Account under the Celanese Corporation Deferred
    Compensation Plan and the balance of such account (as adjusted
    for notional investment earnings in accordance with
    Section 2(b) of the Deferral Agreement), and the amount of
    any Top-Up
    Payment under Section 3(b) of such agreement, shall be paid
    to the Employee in a single cash payment on the earlier of
    (i) October 1, 2009 or (ii) the date which is six
    (6) months and one day following the Separation Date,
    whichever is applicable.



 



    e. Equity Awards.   In addition to
    the Time Options and Performance Options that have previously
    vested under the Employee’s respective Nonqualified Stock
    Option Agreements dated April 18, 2005 and October 10,
    2005, and as each agreement was amended effective April 2,
    2007 under the terms of such agreements, the Employee will
    (i) vest in 40,000 unvested Time Options on
    December 31, 2008, (ii) vest in the remaining 40,000
    unvested Time Options on March 31, 2009, under the terms of
    such agreements,




    

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    and (iii) vest in the remaining 75,000 unvested Performance
    Options on December 31, 2008 under the terms of such
    agreements. Once vested, all Time Options and Performance
    Options shall be exercisable by the Employee through
    December 31, 2010. Meanwhile, pursuant to the terms of the
    Employee’s Performance-Based Restricted Stock Unit
    Agreement dated April 2, 2007 (the “RSU
    Agreement”), the Employee will, depending on the
    Employer’s actual financial results for the Performance
    Period that commenced on April 1, 2007 and continues
    through December 31, 2010, vest in the prorated portion of
    the RSUs determined under Section 3(c)(ii)(y) of such
    agreement and all remaining RSUs shall be canceled. Such vested
    RSUs, if any, shall be distributed to Employee no later than
    March 15, 2011, in the manner permitted by Section 4
    of the RSU Agreement.



 



    f. Change in Control Event.  In the
    event that a Change in Control Protection Period (as defined in
    the Employee’s Change in Control Agreement dated
    April 1, 2008) commences prior to the Separation Date,
    the Employee will be entitled to receive any additional
    separation benefits that are triggered thereby in accordance
    with the terms outlined in the Employee’s Change in Control
    Agreement dated April 1, 2008, but only to the extent that
    such additional separation benefits are incremental to the
    separation benefits specified in this Paragraph “2”.



 



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



 



    h. Pension and 401(k) Plan
    Vesting.  Employee is 100% vested in the
    Company cash balance pension and 401(k) plans.



 



    i. Unused Vacation.  Employee will
    be entitled to four (4) weeks vacation for 2009, regardless
    of the actual months of service completed in 2009. The Employer
    will pay to Employee wages for any unused vacation for 2009 and
    any vacation carried over from 2008 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 the earlier of
    (i) October 1, 2009 or (ii) the date which is six
    (6) months and one day following the Separation Date,
    whichever is applicable, subject to the Employee providing the
    details of any vacation days utilized during 2008 and 2009
    through the exit interview process.



 



    j. Company Benefit
    Plans.  Healthcare & dental coverage
    will continue until the last day of the month in which Employee
    separates, in this case March 31, 2009, 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.



 



    k. COBRA Reimbursement and Continued Medical Plan
    Coverage.  If the Employee is not eligible for
    retiree medical coverage under the terms of the Employer’s
    retiree medical plan on the date of his separation and the
    Employee elects to continue his coverage (and the coverage of
    his 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 shall
    reimburse the Employee for each monthly COBRA premium paid by
    the Employee for a period of twelve (12) months following
    the date of Employee’s separation, or through
    March 31, 2010, whichever is later. Following the
    expiration of the Employee’s COBRA coverage, the Employee
    may continue his coverage (and the coverage of those eligible
    family members who have exhausted their COBRA coverage) under
    the Employer’s medical plan for active employees until the
    Employee attains age 65 provided that the Employee pays
    each required monthly premium no later than the thirtieth
    (30) day of the calendar month for which such monthly
    premium is due. The required monthly premium for this continued
    medical plan coverage shall be the greater of (i) the
    monthly COBRA premium under the Employer’s medical plan for
    active employees or (ii) the monthly retiree premium under
    the Employer’s medical plan for retirees, as applicable to
    the type of coverage elected by the Employee for each month of
    the Employee’s continued medical plan coverage. This right
    to continue medical plan coverage beyond the COBRA coverage
    period shall terminate as of the first day of the calendar month
    for which the Employee fails to timely pay the required monthly
    premium in full.




    

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



 



    m. 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.



 



    n. 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 he 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 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




    

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    confidentiality provisions of this Agreement and Employee
    further agrees and covenants that should he 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 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 may be entitled and that no other leave
    (paid or unpaid), compensation, wages, bonuses, commissions
    and/or
    benefits are due to him, except as provided in this Agreement
    and General Release. Employee furthermore affirms that he 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.  Except as may
    be required by law, 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 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.




    

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    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 October 10, 2008, or 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 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 has not relied on any representations,
    promises, or agreements of any kind made to him 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 HAS OR MIGHT HAVE AGAINST EMPLOYER.




    

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



 


	 	 	 	 	 	 	 
	

    EXECUTIVE:


	
 
	
    Celanese Corporation:

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    By:


	
 
	
    /s/  Curtis
    S. Shaw


    
Curtis
    S. Shaw
	
 
	
    By:
	
 
	
    /s/  Michael
    Summers


    


	
 
	
 
	
 

	

    Date: September 25, 2008


	
 
	
    Date: September 25, 2008

    











    

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