exhibit10_5.htm


    
      	
               

                                                       

               

               

               

              Exhibit 10.5

            	 
      


    

     

    

      
        Confidential Treatment
Requested by Celanese Corporation.

        Confidential portions of
this document have been redacted and filed separately with the Securities and
Exchange Commission.

      




    
      November 18,
2009

       
 

    

     

    
      Personal &
Confidential

    

     

    
      


      Ms. Jacquelyn
Wolf

      **Confidential
Treatment Requested**

    

     

    
      


      Dear
Jacquelyn:

    

     

    
      On behalf
of Celanese, I am pleased to confirm our offer for the position of Senior Vice
President, Human Resources. Your position will be based at our Corporate
Headquarters located in Dallas, Texas and you will be reporting directly to
David Weidman, Chairman and Chief Executive Officer. We anticipate your start
date will be on or before December 14, 2009.

    

     

    
      Following
is an outline of the compensation package we have developed for
you.

    

     

    
      Base
Salary

      


      Your base
salary will be $400,000 per year and will be payable on a bi-weekly basis in
accordance with the Company’s normal payroll practice.

    

     

    
      Annual
Bonus

    

    
      


      Your
annual bonus opportunity at target will be 70% of your annual salary (the
“Target”), with a “Stretch” opportunity of up to 140% of your annual salary. You
will be eligible for a performance bonus opportunity each year according to the
terms of annual bonus plan, which comprises a number of financial and
non-financial measures that, combined with your personal performance, determine
your actual bonus payout. Current individual performance modifiers also allow
for an additional adjustment between 0% and 200% of your calculated bonus payout
to reflect your individual performance relative to your annual objectives. You
must be employed by Celanese at the time such payments are made in order to
remain eligible to receive any bonus payout.

    

     

    
      Sign-on
Bonus

    

    
      


      You will
receive a one-time payment in the amount of $200,000, less applicable
deductions,, as a Sign-on Bonus which will be payable to you with the first
payroll cycle after your start date. Should you voluntarily end your employment
with Celanese for any reason within two (2) years of your start date,
Celanese reserves the right to seek a prorated repayment for this Sign-on
Bonus.

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      


      Sign-on Equity
Awards

    

    
      


      You will
receive a sign-on award of 17,500 Time-vesting Restricted Stock units (Sign-on
RSU Award). Your Sign-on RSU Award will vest as to 20% of the units on
October 1, 2010, 30% of the units on October 1, 2011, 30% of the units
on October 1, 2012 and the remaining 20% of the units on October 1,
2013, subject to the terms and conditions of the Plan and your award
agreements.

    

     

    
      You will
also receive a sign-on award of 30,000 Non-Qualified Stock Options (Sign-on
Stock Option Award). Your Sign-on Stock Option Award will vest as to 20% of the
options on October 1, 2010, 30% of the options on October 1, 2011, 30%
of the options on October 1, 2012 and the remaining 20% of the options on
October 1, 2013, subject to the terms and conditions of the Plan and your
award agreements. Your Sign-on Stock Option Award will have a seven
(7) year term.

    

     

    
      Long-Term Incentive
Awards

    

    
      


      Celanese
delivers Long-Term Incentive (LTI) compensation through annual grants of
Performance-vesting Restricted Stock Units (Performance RSU Award) and
time-vesting RSU awards. Annual LTI awards are planned to occur in the fourth
quarter of each calendar year and are based on a combination of contribution,
individual performance, and market levels of long-term incentive
compensative.

    

     

    
      Upon
joining Celanese, we will grant to you a “target” award of 7,500 Performance
RSUs. The Performance RSU Award will vest in October 2012, where the actual
number of Performance RSUs that vest may be more or less than your target award
based on the Company’s achievement of specific metrics/goals measured over a
defined performance period. Complete details of this award will be included in
your award agreement.

    

    
      


    

    
      The
complete terms of your Sign-on RSU, Sign-on Stock Option and Performance RSU
Awards will be determined on the grant date, which will be the later of
i) the date your awards are presented and approved by the Compensation
Committee of the Celanese Board of Directors or ii) your first day of
employment. Your Sign-on RSU, Sign-on Stock Option and Performance RSU Awards
will each be granted pursuant to the Celanese 2009 Global Incentive Plan and you
will be required to sign appropriate award agreements and the Celanese LTI
Claw-back agreement in order to receive these awards. In order to remain
eligible to receive these awards, you must be actively employed by Celanese at
the time awards are granted

    

     

    
      


      Stock Ownership
Guidelines

    

    
      


      In order
to align our executives’ interests with those of our shareholders, Celanese
expects senior leaders to maintain equity ownership in the Company commensurate
with their position. We established a stock ownership guideline equal to three
(3) times your annual base salary for your salary level (SL02) and you will
have five (5) years to meet the guideline. Our stock ownership Guidelines
include the value of any unvested RSU awards granted to you as well as any
Celanese stock that you beneficial own in the various Company and individual
accounts. Details of this program will be provided upon acceptance of this
employment offer.

    

     

    
      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Employee
Benefits

    

    
      


      During
your employment, you will be eligible to participate in the Company’s employee
benefit plans in effect from time to time, on the same basis as those benefits
are generally made available to other employees of the
Company.

    

     

    
      We offer
comprehensive medical and dental coverage, company paid group term life
insurance and accidental death and dismemberment (AD&D) insurance (each
equal to 1 times your annual base salary), a cash balance pension plan to which
the company currently allocates 5% of eligible pay and 401(k) plan that
currently matches 100% of the first 5% of eligible employee
contributions.

    

     

    
      


      Executive
Benefits

    

    
      


      You are
also eligible to participate in the Celanese Annual Executive Cash Perquisite
Allowance program where you will receive an allowance in the amount of $15,000
(less applicable deductions) for your salary level (SL2), which is payable each
year in January.

    

     

    
      Additionally,
you will be eligible to participate in the Celanese Annual Executive Physical
Program including the annual physical with the Baylor Personal Edge program. You
will also be eligible to receive the BioPhysical 250 blood screen every
5 years.

    

     

    
      


      Relocation
Assistance

    

    
      


      Celanese
will assist in your relocation to the Dallas area under the provisions of our
executive relocation policy for new employees. Generally, this policy provides
for the shipment of household goods, home sale and purchase assistance, a
lump-sum payment to assist with various miscellaneous expenses associated with
your relocation, and temporary living in Dallas for up to six months. The home
sale and purchase assistance can be utilized for up to one (1) year after
your start date. You will also be eligible to receive a reimbursement for
capital loss you may incur on the sale of your home in the amount up to
$150,000, where such amount will not be tax assisted.

    

     

    
      Should
you voluntarily end your employment with Celanese for any reason during the two
(2) year period after you relocate your home to the Dallas area, and with
respect to the loss on sale during the two (2) year period after your home
is sold under the Home Sale Program, Celanese reserves the right to seek full
repayment for the value of any relocation assistance provided to
you.

    

     

    
      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Vacation

    

    
      


      You will
be eligible for four (4) weeks annual vacation. Vacation availability for
remainder of this year will be prorated based on your actual start date, in
accordance with the Company’s vacation policy.

    

     

    
      


      Severance
Benefits

    

    
      


      You will
be eligible to receive severance benefits that provide for a payout equal to 1.0
times your annual base salary plus target bonus (in effect at the time of
separation) in the event of an involuntary termination without cause or a
voluntary separation for good reason (as such terms are defined in each
agreement); or a payout equal to 2.0 times your annual base salary plus target
bonus (in effect at the time of separation) in the event of an involuntary
termination without cause or a voluntary separation for good reason during the
two-year period following a Change-In-Control (CIC) event (as such term is
defined in the CIC agreement)

    

     

    
      With
respect to your Celanese Sign-on Equity and LTI awards, in the event of an
involuntary termination without cause, you will become immediately vested in the
sign-on RSU Award, and with respect to the Sign-on Stock Option and Performance
RSUs you will become vested on a prorated basis through your date of
termination. The prorated Performance RSU Award will be earned as of the date of
termination, but will be settled on the planned vesting date subject to the
Company’s achievement of the performance metrics/goals as outlined in the grant
agreement. The prorated Sign-on Stock Option Award will become vested on the
date of termination and any vested stock options will be exercisable for a
period of one year following the date of termination.

    

     

    
      The
severance benefits will also include continued participation in the Celanese
medical and dental plans for a period of one year following the applicable
separation event. Copies of these agreements will be provided to you under
separate cover.

    

     

    
      


      Confidentiality, non-compete
and Non-solicitation

    

    
      


      As a
condition of your employment, you will be required to execute agreements (the
“Confidentiality, Non-Compete and Non-Solicitation Agreements”) with the Company
regarding protection and non-disclosure of confidential information,
non-competition and non-solicitation. Copies of these agreements will be
provided to you under separate cover.

    

     

    
      This
offer letter constitutes the full terms and conditions of your employment with
the Company. It supersedes any other oral or written commitments that may have
been made to you.

    

     

    
      This
offer of employment is contingent upon the satisfactory completion of a
background check and pre-employment examination including tests for substance
abuse. If not satisfactory completed, the offer will be rescinded. Arrangements
for the drug screen will be coordinated through Concentra Medical Services
(instructions enclosed) and should be completed no later than two (2) weeks
before your start date.

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      As
required by law, we will need to verify and document your identity and
eligibility for employment in the United States. Please review the enclosed
material and bring the appropriate documentation needed to complete the I-9 Form
on your state date. Please do not complete the I-9 Form in advance since this
must completed on your first day of employment with the
company.

    

     

    
      Jacquelyn,
we are most enthusiastic about your joining the Celanese team. If these
provisions are agreeable to you, please sign the enclosed copy of this letter
and return to me by fax at (972) 443-4439 on or before December 1,
2009.

    

     

    
      Sincerely,

    

     

    
      /s/ David
N. Weidman

    

     

    
      David N.
Weidman

      Chairman
and CEO

      


      Acknowledgement of
Offer:

      (Please
check one)

    

     

    
      	 
      	 
      	 
      
	 
      	
              ¡

            	
              I
      accept the above described offer of employment with Celanese and
      understand that my employment status will be considered at-will and may be
      terminated at any time for any reason. Upon
      acceptance of this offer, I agree to keep the terms and conditions of this
      agreement confidential.

            
	 
      	 
      	 
      
	 
      	
              ¡

            	
              I
      decline your offer of employment.

            


    

     

     

    Signature:                                     Date: December 2,
2009

    /s/ Jacquelyn Wolf

    Jacquelyn Wolf

     

     

    
      


      Anticipated
Start Date: December 14,
2009