EX-10.5








    Exhibit 10.5



 




    CELANESE
    CORPORATION

    2004 STOCK INCENTIVE PLAN



 




    NONQUALIFIED
    STOCK OPTION AWARD AGREEMENT



 



    THIS AWARD AGREEMENT, is made effective as of April 23,
    2008 (the “Date of Grant”), between Celanese
    Corporation (the “Company”) and Christopher
    Jensen (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 the Options provided for
    herein to the Participant pursuant to the Plan and the terms set
    forth herein;



 



    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 Award 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:  “Cause” as
    defined in an employment agreement or change in control
    agreement between the Company or its subsidiaries and the
    Participant or, if not defined therein or if there is no such
    agreement, “Cause” means (i) the
    Participant’s willful failure to perform Participant’s
    duties to the Company (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 the Participant of such failure, (ii) commission of
    (A) 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 (B) a
    crime involving moral turpitude, (iii) Participant’s
    willful malfeasance or willful misconduct which is demonstrably
    injurious to the Company, (iv) any act of fraud by the
    Participant or (v) the Participant’s breach of the
    provisions of any confidentiality, non-competition or
    non-solicitation to which the Participant is subject.



 



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



 



    (c) Expiration Date:  The tenth
    anniversary of the Date of Grant.



 



    (d) Good Reason:  “Good
    Reason” as defined in an employment agreement or change
    in control agreement between the Company or its subsidiaries and
    the Participant or, if not defined therein or if there is no
    such agreement, “Good Reason” means (i) a
    substantial diminution in Participant’s position or duties;
    adverse change in reporting lines, or assignment of duties
    materially inconsistent with
    his/her
    position (other than in connection with an increase in
    responsibility or a promotion), (ii) any reduction in
    Participant’s base salary or annual bonus opportunity or
    (iii) failure of the Company to pay compensation or
    benefits when due, in each case which is not cured within
    30 days following the Company’s receipt of written
    notice from Participant describing the event constituting Good
    Reason.



 



    (e) Options:  The Option to purchase
    Shares granted under this Award Agreement.



 



    (f) Plan:  The Celanese Corporation 2004
    Stock Incentive Plan, as amended from time to time.



 



    (g) Shares:  Celanese Series A Common
    Stock available for grant under the Plan.



 



    (h) Vested Portion:  At any time, the
    portion of an Option which has become vested, as described in
    Section 3 of this Award Agreement.













 






    2. Grant of Options.  The Company hereby
    grants to the Participant the right and option to purchase
    40,000 Shares, on the terms and conditions hereinafter set
    forth. The exercise price of the Shares subject to the Options
    shall be $44.81 per Share, subject to adjustment as set forth in
    the Plan (the “Option Price”). The Options are
    intended to be nonqualified stock options, and are not intended
    to be treated as incentive stock options that comply with
    Section 422 of the Code.



 



    3. Vesting of the Options.



 



    (a) In General.  Subject to the
    Participant’s continued Employment with the Company and its
    Affiliates, the Option shall vest and become exercisable with
    respect to fifty percent (50%) of the Shares subject to such
    Option on each of October 1, 2010 and October 3, 2011.



 



    (b) Change in Control. Notwithstanding the foregoing, upon
    a Change in Control, the Option shall, to the extent not
    previously cancelled or expired, immediately become one hundred
    percent (100%) vested and exercisable.



 



    (c) Termination of Employment.



 



    (i) Other than as described in Sections 3(c)(ii), if
    the Participant’s Employment with the Company and its
    Affiliates terminates for any reason, the Option, to the extent
    not then vested and exercisable, shall expire and be immediately
    canceled by the Company without consideration.



 



    (ii) Notwithstanding Sections 3(a) and 3(c)(i), in the
    event that the Participant’s Employment is terminated
    (A) by the Company without Cause, (B) by the
    Participant with Good Reason or (C) due to the
    Participant’s death or Total Disability, to the extent not
    previously cancelled or expired, the Option shall immediately
    become vested and exercisable as to the Shares subject to the
    Option that would have otherwise vested and become exercisable
    in the calendar year in which such termination of Employment
    occurs.



 



    4. Exercise of Options.



 



    (a) Period of Exercise.  Subject to the
    provisions of the Plan and this Award Agreement, the Participant
    may exercise all or any part of the Vested Portion of an Option
    at any time prior to the Expiration Date. Notwithstanding the
    foregoing, if the Participant’s Employment terminates prior
    to the Expiration Date, the Vested Portion of an Option shall
    remain exercisable only for the period set forth below (and
    shall expire upon termination of such period):



 



    (i) Termination by the Company Without Cause, Termination
    by the Participant with Good Reason or Termination Due to Death
    or Total Disability. If the Participant’s Employment with
    the Company and its Affiliates is terminated (A) by the
    Company without Cause, (B) by the Participant with Good
    Reason or (C) due to the Participant’s death or Total
    Disability, the Participant may exercise the Vested Portion of
    the Option for a period ending on the earlier of one year
    following the date of such termination or the Expiration Date.



 



    (ii) Termination by the Participant without Good
    Reason.  If the Participant’s Employment with
    the Company and its Affiliates is terminated by the Participant
    without Good Reason, the Participant may exercise the Vested
    Portion of an Option for a period ending on the earlier of
    90 days following the date of such termination or the
    Expiration Date; and



 



    (iii) Termination by the Company for
    Cause.  If the Participant’s Employment with
    the Company and its Affiliates is terminated by the Company for
    Cause, the Vested Portion of an Option shall immediately
    terminate in full and cease to be exercisable.



 



    (b) Method of Exercise.



 



    (i) Subject to Section 4(a) of this Award Agreement,
    the Vested Portion of an Option may be exercised by delivering
    to the Company at its principal office written notice of intent
    to so exercise; provided that the Option may be exercised with
    respect to whole Shares only. Such notice shall specify the
    number of Shares for which the Option is being exercised and,
    other than as described in clause (C) of the following
    sentence, shall be accompanied by payment in full of the
    aggregate Option Price in respect of such Shares. Payment of the
    aggregate Option Price may be made (A) in cash, or its
    equivalent (e.g., a













 






    check), (B) by transferring to the Company Shares having a
    Fair Market Value equal to the aggregate Option Price for the
    Shares being purchased and satisfying such other requirements as
    may be imposed by the Committee, (C) if there is a public
    market for the Shares at the time of payment, subject to such
    rules as may be established by the Committee, through delivery
    of irrevocable instructions to a broker to sell the Shares
    otherwise deliverable upon the exercise of the Option and
    deliver promptly to the Company an amount equal to the aggregate
    Option Price or (D) by a combination of (A) and
    (B) above or such other method as approved by the
    Committee. No Participant shall have any rights to dividends or
    other rights of a stockholder with respect to the Shares subject
    to an Option until the Participant has given written notice of
    exercise of the Option, paid in full for such Shares or
    otherwise completed the exercise transaction as described in the
    preceding sentence and, if applicable, has satisfied any other
    conditions imposed pursuant to this Award Agreement.



 



    (ii) Notwithstanding any other provision of the Plan or
    this Award Agreement to the contrary, absent an available
    exemption to registration or qualification, an Option may not be
    exercised prior to the completion of any registration or
    qualification of the Option or the Shares under applicable state
    and federal securities or other laws, or under any ruling or
    regulation of any governmental body or national securities
    exchange that the Committee shall in its sole reasonable
    discretion determine to be required by such laws, rulings or
    regulations.



 



    (iii) Upon the Company’s determination that an Option
    has been validly exercised as to any of the Shares, the Company
    shall issue certificates in the Participant’s name for such
    Shares. However, the Company shall not be liable to the
    Participant for damages relating to any reasonable delays in
    issuing the certificates to the Participant or any loss by the
    Participant of the certificates.



 



    (iv) In the event of the Participant’s death, the
    Vested Portion of an Option shall remain vested and exercisable
    by the Participant’s executor or administrator, or the
    person or persons to whom the Participant’s rights under
    this Award Agreement shall pass by will or by the laws of
    descent and distribution as the case may be, to the extent set
    forth in Section 4(a) of this Award Agreement. Any heir or
    legatee of the Participant shall take rights herein granted
    subject to the terms and conditions hereof.



 



    5.  Adjustments.  In the event of any
    change in the outstanding Shares after the Effective Date by
    reason of any Share dividend or split, reorganization,
    recapitalization, merger, consolidation, spin-off, combination
    or transaction or exchange of Shares or other corporate
    exchange, or in the event of any distribution to shareholders of
    Shares (other than regular cash dividends) or any transaction
    similar to the foregoing or the issuance of equity (or rights to
    acquire equity) for consideration less than Fair Market Value
    (other than equity-based compensation or the conversion of
    preferred shares of the Company to Shares), the Committee in its
    sole discretion and without liability to any person may, subject
    to the requirements of Treasury
    Regulation Section 1.409A-1(b)(5)(D)
    or (H), as applicable, make such substitution or adjustment, if
    any, as it deems to be equitable, to the Option; provided, that
    in the event of an extraordinary dividend or similar
    extraordinary distribution, in lieu of any other adjustment or
    substitution, the Participant shall be entitled to receive, with
    respect to each Share subject to the Vested Portion of the
    Option as of such distribution, an amount equal to such
    extraordinary dividend or distribution paid with respect to a
    Share (whether paid in cash or otherwise), such amount to be
    paid when such distribution is paid to shareholders of the
    Company (but in no event later than
    21/2
    months after the extraordinary dividend or similar extraordinary
    distribution is declared by the Company) .



 



    6.  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 the employ of, or in any consulting
    relationship to, the Company or any Affiliate. Further, the
    Company or its Affiliate may at any time terminate the
    Participant or discontinue any consulting relationship, free
    from any liability or any claim under the Plan or this Award
    Agreement, except as otherwise expressly provided herein.



 



    7.  Legend on Certificates.  The
    certificates representing the Shares purchased by exercise of an
    Option 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.













 






    8.  Transferability.  Unless
    otherwise determined by the Committee, an Option 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. During the
    Participant’s lifetime, an Option is exercisable only by
    the Participant.



 



    9.  Withholding.  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
    under the Option or under the Plan 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 Option, its
    exercise, or any payment or transfer under the Option or under
    the Plan and to take such action as may be necessary in the
    option of the Company to satisfy all obligations for the payment
    of such taxes.



 



    10.  Securities Laws.  Upon the
    acquisition of any Shares pursuant to the exercise of an Option,
    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.



 



    11.  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.



 



    12.  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.



 



    13. Options Subject to Plan and Stockholders Award
    Agreement.   By entering into this Award Agreement
    the Participant agrees and acknowledges that the Participant has
    received and read a copy of the Plan. The Options and the Shares
    received upon exercise of the Options are subject to the Plan.
    The terms and provisions of the Plan as it may be amended from
    time to time are 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 will govern and prevail.



 



    14.  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.



 



    15.  Validity of Agreement.  This
    Award Agreement shall be valid, binding and effective upon the
    Company on the Date of Grant. However, the Options 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 14) by the
    Participant within forty-five (45) days of the Date of
    Grant.



 



    This Nonqualified Stock Option Award Agreement dated
    April 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.













 






    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: May 7, 2008



 








    ACCEPTED AND
    AGREED               
    PARTICIPANT



 


			
	 	    By: 
	
    /s/  Christopher
    Jensen









    Name:     Christopher Jensen



			
	 	    Title: 
	
    Vice President, Finance and Treasurer





    Employee ID: [Redacted]



 



    Date: May 9, 2008