exhibit10_4.htm


    Exhibit 10.4



    


    RESTATED
AGREEMENT AND GENERAL RELEASE

    


         Celanese
Corporation, its Subsidiaries and its Affiliates, (“Employer”) 1601 West LBJ
Freeway, Dallas, Texas 75234, and Miguel A. Desdin, his heirs,
executors, administrators, successors, and assigns (“Former Employee ”), agree
that:

    
      	
              1.

            	 
      	
              Last Day of Employment
      (Separation Date). The last day of employment with Celanese is
      April 10,
      2009.

            
	 
      	 
      	 
      
	
              2.

            	 
      	
              Consideration. In
      consideration for signing this Agreement and General Release (hereinafter
      the “Agreement”) and compliance with the promises made herein, Employer
      and Former Employee agree:

            
	 
      	
              a.

            	 
      	
              Retention on Payroll.
      The Employer will retain Employee on the payroll until the separation
      date.

            
	 
      	 
      	 
      	 
      
	 
      	
              b.

            	 
      	
              Separation Pay. The
      Company will provide a separation payment in an amount equal to $395,778, representing
      the Employee’s current annual base salary plus target bonus in effect at
      the time of separation. Such amount shall be paid in a lump sum, within 30
      calendar days after Former Employee signs and returns this Agreement and a
      signed copy of the letter attached as Exhibit A.

            
	 
      	 
      	 
      	 
      
	 
      	
              c.

            	 
      	
              Bonus. Former Employee
      will be eligible to receive a bonus payout for 2008 based on Company
      performance without modification for Employee’s individual performance (a
      1.0 modifier) under the same terms and conditions as other employees who
      receive a 2008 bonus payout. The 2008 bonus will be payable on or before
      March 15, 2009.Employee will be eligible for a prorated bonus payout
      for 2009, minus lawful deductions. The prorated payout will be based on
      his/her separation date (4-10-09). It will be paid at Target and based on
      an individual performance modifier of 1.0.; in the amount of $34,125 minus lawful
      deductions. The 2009 prorated bonus will be payable within 30 calendar
      days after Former Employee signs and returns this Agreement and a signed
      copy of the letter attached as Exhibit A.

            
	 
      	 
      	 
      	 
      
	 
      	
              d.

            	 
      	
              Long Term Incentive
      Awards. Former Employee will continue to receive certain benefits
      provided under the various Long Term Incentive (LTI) Award
      Agreements, summarized as follows:

            


    

    


    (i) 2006
Stock Option Award. With respect to the
stock options awarded to the Former Employee pursuant to the Nonqualified Stock
Option Award Agreement made effective May 16, 2006, the Employee will continue
to vest in 10,000 stock options on January 1, 2010. Once vested, these
stock options, along with any stock options previously vested pursuant to this
award, shall be exercisable by the Employee through April 10, 2010. The
remaining 10,000 unvested stock options scheduled to vest on January 1,
2011, will be canceled on the separation date with no additional
consideration.

    (ii)
2007
Performance-Based Restricted Stock Unit Award. With respect to the
Performance-Based Restricted Stock Unit (RSU) Agreement between the Company
and the Former Employee made effective April 2, 2007, the Employee will
continue to vest in a prorated portion of the target award on the scheduled
vesting dates and in the amounts outlined on the following schedule, where the
actual number of RSUs that vest will be determined based on the Company’s
achievement of the performance goals pursuant to the terms of the award
agreement and as generally applied to all recipients of such Performance-Based
RSU awards:

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

    Calculation and Vesting of
the 2007 Performance-Based RSU Award:

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Original

            	 
      	 
      	 
      	
              Prorated
      Target

            	 
      	 
      
	
              Performance
      Period

            	 
      	
              Target
      Award

            	 
      	
              Proration
      Formula

            	 
      	
              Award*

            	 
      	
              Vesting
      Date

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              April 1,
      2007 to

              September 30,
      2009

            	 
      	
              3,125
      RSUs

            	 
      	
              (25/30)
      months

            	 
      	
              2,604
      RSUs

            	 
      	
              October 1,
      2009

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              April 1,
      2007 to

              September 30,
      2010

            	 
      	
              3,125
      RSUs

            	 
      	
              (25/42)
      months

            	 
      	
              1,860
      RSUs

            	 
      	
              October 1,
      2010

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              April 1,
      2007 to

              September 30,
      2011

            	 
      	
              3,125
      RSUs

            	 
      	
              (25/54)
      months

            	 
      	
              1,447
      RSUs

            	 
      	
              October 1,
      2011

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Totals

            	 
      	
              9,375
      RSUs

            	 
      	 
      	 
      	
              5,911
      RSUs

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              *

            	 
      	
              The
      actual number of RSUs that vest will range between 0% and 150% of the
      Prorated Target Award based on the Company’s achievement of the
      performance goals

               

            	 
      


    

    The
remaining unvested portion of the 2007 Performance-Based RSU award issued
pursuant to the award agreements will be canceled on the separation date with no
additional consideration.

    (iii) 2008
Stock Option Award. With respect to the
stock options awarded to the Former Employee pursuant to the Nonqualified Stock
Option Award Agreement made effective February 7, 2008, the Employee will
continue to vest in 2,500 stock options on February 8, 2010. Once vested,
these stock options, along with the 2,500 stock options that previously vested
on February 9, 2009, shall be exercisable by the Employee through April 10, 2010. The
remaining 5,000 unvested stock options will be canceled on the separation date
with no additional consideration.

    (iv)
2008
Performance-Vesting RSU Award. With respect to the 2008
Performance-Vesting RSU Award Agreement made effective December 11, 2008,
the Former Employee will continue to vest in a prorated portion of the target
award on the scheduled vesting date in an amount outlined on the following
schedule, where the actual number of RSUs that vest will be determined based on
the Company’s achievement of the performance goals pursuant to the terms of the
award agreement and as generally applied to all recipients of such Performance
RSU awards:

     

    Calculation and Vesting of
the 2008 Performance-Vesting RSU Award:

     

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Original

            	 
      	 
      	 
      	
              Prorated
      Target

            	 
      	 
      
	
              Service
      Period

            	 
      	
              Target
      Award

            	 
      	
              Proration
      Formula

            	 
      	
              Award*

            	 
      	
              Vesting
      Date

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              December 11,
      2008

              to
      October 14, 2011

            	 
      	
              3,400
      RSUs

            	 
      	
              (4/34)
      months

            	 
      	
              400
      RSUs

            	 
      	
              October 14,
      2011

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
              *

            	 
      	
              The
      actual number of RSUs that vest will range between 0% and 225% of the
      Prorated Target Award based on the Company’s achievement of the
      performance goals

            


    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    The
remaining unvested portion of the 2008 Performance-Vesting RSU award issued
pursuant to the award agreement will be canceled on the separation date with no
additional consideration.

    (v) 2008
Long-Term Incentive Cash Award. With respect to the 2008 LTI Cash Award
Agreement made effective December 11, 2008, the Employee will receive a
prorated portion of Cash Award in the amount of $17,530 (representing 4/34ths of
the $149,000 Cash Award). The prorated amount will be payable to the Former
Employee, minus lawful deductions, on the next available pay period after the
separation date and after Former Employee signs and returns this Agreement and a
signed copy of the letter attached as Exhibit A. The remaining unvested
portion of the 2008 LTI Cash Award will be canceled on the separation date with
no additional consideration.

    
      	 
      	
              e.

            	 
      	
              Relocation and Continuing
      Education Costs. Employer waives any obligation for the Former
      Employee to reimburse the Company for Relocation or Continuing Education
      costs paid directly or reimbursed by the Company.

            
	 
      	 
      	 
      	 
      
	 
      	
              f.

            	 
      	
              Pension and Savings Plan
      Vesting. Former Employee will be vested in the Company’s pension
      plan according to the provisions of the plan in effect at the time of
      separation. Employee will be 100% vested in the 401(k) savings
      plan.

            
	 
      	 
      	 
      	 
      
	 
      	
              g.

            	 
      	
              Unused Vacation. The
      Employer will pay to Former Employee wages for prorated unused vacation
      for 2009, and any vacation carried over from 2008 (as approved by
      Employee’s supervisor), under the standard procedure for calculating and
      paying any unused vacation to separated employees. The gross amount due (
      $5,235), minus lawful deductions, will be payable within thirty
      (30) days of Former Employee signing and returning this Agreement and
      a signed copy of the letter attached as Exhibit A.

            
	 
      	 
      	 
      	 
      
	 
      	
              h.

            	 
      	
              Company Benefit Plans.
      Medical & dental coverage will continue until the last day of the
      month in which Employee separates from service, according to Former
      Employee’s medical & dental plan elections in place at the time of
      separation. All other normal company programs (i.e., vision, company
      provided life insurance, long term disability, 401(k) contributions, etc.)
      will continue through the date of separation.

            
	 
      	 
      	 
      	 
      
	 
      	
              i.

            	 
      	
              COBRA Premium Reimbursement and
      Continued Plan Coverage. If Former Employee elects to continue
      coverage (and the coverage of 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”), 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 April 30,
      2010, whichever is later.

            


    

    


    Following
the expiration of the Former 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.

    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    
      	 
      	
              j.

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

            
	 
      	 
      	 
      	 
      
	 
      	
              k.

            	 
      	
              Outplacement Service.
      Employer will provide Outplacement services for a period of up to twelve
      (12) months following separation.

            
	 
      	 
      	 
      	 
      
	 
      	
              l.

            	 
      	
              Return of Company
      Property. Former 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.

            
	 
      	 
      	 
      	 
      
	 
      	
              m.

            	 
      	
              Baylor Landry Executive
      Physical. Former Employee is eligible for a company paid
      executive-level physical in 2009. To be eligible for a company paid
      physical, it must occur before 12/31/09.

            
	 
      	 
      	 
      	 
      
	 
      	
              n.

            	 
      	
              Withholding. The
      payments and other benefits provided under this Agreement shall be reduced
      by applicable withholding taxes and other lawful deductions.

               

            
	
              3.

            	 
      	
              Receipt of Employee
      Lists. Employee acknowledges, attached at Exhibit B, he has
      received a list of the employees selected for separation; including their
      job titles and ages. In addition, employee acknowledges he has received a
      list of employees not selected for separation; including their job titles
      and ages.

            
	 
      	 
      	 
      
	
              4.

            	 
      	
              No Consideration Absent
      Execution of this Agreement. Former Employee understands and agrees
      that he would not receive the monies and/or benefits specified in
      Paragraph “2” above, except for the execution of this Agreement and
      General Release and the fulfillment of the promises contained
      herein.

            
	 
      	 
      	 
      
	
              5.

            	 
      	
              General Release of
      Claims. Former 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., UK 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;

               

            


       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

      	 
      	
              •

            	 
      	
              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 UK and
      Germany.

            
	 
      	 
      	 
      	 
      
	 
      	
              •

            	 
      	
              Any
      claim for costs, fees, or other expenses including attorneys’ fees
      incurred in these matters.

               

            


    

     

    
      	
              6.

            	 
      	
              Affirmations. Former
      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 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.

               

            


    

    Former
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.

    


    
      	
              7.

            	 
      	
              Confidentiality. Except
      as may be required by law, Former 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.

               

            


    

    Former
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.

    


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    
      	
               8.

            	 
      	
              Non-competition/Non-solicitation. Former 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 fifty
      two (52) weeks, following the Separation 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 Celanese; (ii) directly engage or become
      employed in a function with like responsibilities as at Celanese 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; or
      (iii) for a period of two years from the separation date, directly or
      indirectly solicit or hire employees of Celanese for employment. Provided
      however, that 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.

            
	 
      	 
      	 
      
	
              9.

            	 
      	
              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.

            
	 
      	 
      	 
      
	
              10.

            	 
      	
              No 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.

            
	 
      	 
      	 
      
	
              11.

            	 
      	
              Non-Disparagement. Former
      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 business.

            
	 
      	 
      	 
      
	
              12.

            	 
      	
              Neutral Reference. If
      contacted by another organization, the Employer will only provide dates of
      employment and that the Former Employee voluntarily resigned from the
      Company.

            
	 
      	 
      	 
      
	
              13.

            	 
      	
              Future Cooperation after
      Separation Date. After separation, Former 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 Former Employee within
      30 days of remittance by him 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 he 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 his tax year will not affect the expenses eligible for
      reimbursement in any other tax
year.

            


       

      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      

      	
              14.

            	 
      	
              Injunctive Relief.
      Former 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.

            
	 
      	 
      	 
      
	
              15.

            	 
      	
              Review Period. Former
      Employee is hereby advised that he has up to (45) calendar days to
      review this Agreement and General Release and to consult with an attorney
      prior to execution of this Agreement and General Release. He agrees that
      any modifications, material or otherwise, made to this Agreement and
      General Release do not restart or affect in any manner the original
      (45) calendar day consideration period.

            
	 
      	 
      	 
      
	
              16.

            	 
      	
              Revocation Period. In
      the event that Former Employee elects to sign and return to the Employer a
      copy of their Agreement, he has a period of seven (7) days (the
      “Revocation Period”) following the date of such return to revoke this
      Agreement, which revocation must be in writing and delivered to the
      Employer within the Revocation Period. This Agreement will not be
      effective or enforceable until the expiration of the Revocation
      Period.

            
	 
      	 
      	 
      
	
              17.

            	 
      	
              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.

            
	 
      	 
      	 
      
	
              18.

            	 
      	
              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 Former Employee. Former Employee acknowledges that he has not
      relied on any representations, promises, or agreements of any kind made to
      him in connection with the decision to accept this Agreement and General
      Release, except for those set forth in this Agreement and General
      Release.

            
	 
      	 
      	 
      
	
              19.

            	 
      	
              HAVING
      ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE
      PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH “2” ABOVE,
      FORMER 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.

            


    

              

     

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

    
      	 
      	 
      	 
      
	
              Former
      Employee:

            	 
      	
              Date:
      June 3, 2009

            


    

    


    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
              By:  

            	
              /s/
      Miguel A. Desdin  

            	 
      	 
      
	 
      	
              Miguel
      A. Desdin 

            	 
      	 
      
	 
      	 
      	 
      	 
      


       

      
        
           

        

        
          -7-

          
            

          

        

        
           

        

      

      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Celanese
      Corporation:

               

            	 
      	 
      
	
              By:  

            	
              /s/
      Joseph Fox  

            	 
      	 
      
	 
      


    

    Date:
June 3, 2009

    


    


    


    


    


    


    


    


    


    


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    


    


    


    


    EXHIBIT
A

    


    


    


    


    


    Strictly
Confidential

    


    Ms. Jill
Russell

    Celanese

    1601 West
LBJ Freeway

    Dallas,
Texas 75234

    


    Re:           Agreement
and General Release

    


    Dear
Jill:

    


    On 6/3/09 I executed an Agreement and
General Release between Celanese and me.  I advised by Celanese, in
writing, to consult with an attorney or my choosing, prior to executing this
Agreement and General Release.

    


    I have at no time revoked my acceptance
or execution of that Agreement and General Release and hereby reaffirm my
acceptance of that Agreement and General Release.  Therefore, in
accordance with the terms of our Agreement and General Release, hereby request
payment of the monies described in Paragraph 2 of that Agreement.

    


    


    


    Very
truly yours,

    


    


    /s/ Miguel A. Desdin


    Miguel A.
Desdin

    


    


    


    


    


    


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    


    


    


    


    


    


    


    EXHIBIT
B

    


    


    


    


    


    


    
      	
              1.  

            	
              Employees
      in Decisional Unit Selected:

            


    

    


    Job
Title                                                      Age

    


    


    
      	
              ·  

            	
              VP
      & Corporate
      Controller                         43

            


    

    


     
 

    


    


    
      	
              2.  

            	
              Employees
      in Decisional Unit Not Selected:

            


    

    


    Job
Title                                                      Age

    


    
      	
              ·  

            	
              VP
      &
      Treasurer                                            42

            


    

    


    
      	
              ·  

            	
              VP
      Global
      Tax                                               39