EX-10.6








    Exhibit 10.6



 




    CELANESE
    CORPORATION

    2004 STOCK INCENTIVE PLAN



 




    TIME-VESTING
    RESTRICTED STOCK UNIT 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 to the Participant an
    award of time-based Restricted Stock Units, 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) Total Disability:  Total
    Disability shall be determined by regulation of the Committee
    from time to time in its sole discretion.



 



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



 



    2.  Grant of Restricted Stock Units; Dividend
    Equivalents.  The Company hereby grants to the
    Participant, subject to adjustment as set forth in the Plan,
    35,000 Restricted Stock Units (together with the Restricted
    Stock Units credited pursuant to the succeeding provisions of
    this Section 2, hereinafter the “RSUs”). The RSUs
    shall be subject to the terms and conditions set forth herein.
    The Participant shall be entitled to be credited with dividend
    equivalents with respect to the RSUs, calculated as follows: on
    each date that a cash dividend is paid by the Company while the
    RSUs are outstanding, the Participant shall be credited with an
    additional number of RSUs equal to the number of whole Shares
    valued at Fair Market Value on such date (rounded up to the
    nearest whole share) that could be purchased on such date with
    the aggregate dollar amount of the cash dividend that would have
    been paid on the RSUs had the RSUs been issued as Shares. The
    additional RSUs credited under this Section shall be subject to
    the same terms and conditions applicable to the RSUs originally
    awarded hereunder, including, without limitation to vesting and
    the crediting of additional dividend equivalents.



 



    3.  Vesting of Restricted Stock Units.



 



    (a) Subject to the 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 RSUs
    granted pursuant to this Agreement shall vest on each of
    October 1, 2010 and October 3, 2011 (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.”



 



    (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 a Vesting Date,
    the Participant’s Employment is terminated due to the
    Participant’s death or Total Disability, then the number of
    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 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; 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.



 



    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.




    

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    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 Time-vesting Restricted Stock Unit 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.




    

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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: June 10, 2008


	
 
	
 

	
 
	
 
	
 

	

    ACCEPTED AND AGREED


	
 
	
    PARTICIPANT

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Christopher
    Jensen


    


    Name: Christopher Jensen

    Title: Vice President, Finance and Treasurer

    Employee ID: [Redacted]




	
 
	
 
	
 

	

    Date: June 9, 2008


	
 
	
 










    

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