EX-10.2



 





Exhibit 10.2









AGREEMENT AND GENERAL RELEASE




     Celanese Corporation and its Affiliates (Employer), 1601 West LBJ Freeway, Dallas, Texas
75234 and Lyndon Cole, his heirs, executors, administrators, successors, and assigns (collectively
referred to throughout this Agreement as “Employee”), agree that:




	1.	 	Last Day of Employment; Transition Period. The last day of full-time employment with
Employer is December 31, 2007. On or about July 24, 2007, Employee will resign as President
of Ticona. Employee will cooperate with the new President of Ticona to transition
responsibilities and also work on special projects as determined by Employer. Employee will
resign from Celanese on December 31, 2007.






	2.	 	Consideration. In consideration for signing this Agreement and General Release and
compliance with the promises made herein, Employer and Employee agree:






	 	a.	 	Retention on Payroll. The Employer will retain Employee on the payroll
until December 31, 2007.
	 
	 	b.	 	2007 Bonus. Employer will pay Employee his 2007 Target bonus of $560,000
(80% of Base Salary of $700,000) in March 2008 when other management bonuses are paid.
	 
	 	c.	 	Stock Options. In addition to the stock options that have previously
vested, Employee will vest in the Time Options for 2007 on December 31, 2007. The
Performance Options for 2007 will be based on Employer’s actual financial results for
2007 determined in early 2008. The Time and Performance Options that would have vested
in 2008 and 2009 will be forfeited.
	 
	 	d.	 	Deferred Compensation. Employee will be paid the amounts earned under the
Celanese Deferred Compensation Plan for 2007 based upon Employer’s actual financial
results for 2007 which will be determined in early 2008. The Deferred Compensation
amounts that would have been payable for 2008 and 2009 will be forfeited.
	 
	 	e.	 	Company Benefit Plans. All other normal company programs (e.g., medical,
dental and life insurance, LTD, 401K contributions, etc.) will continue up to December
31, 2007.
	 
	 	f.	 	Employment Agreement Severance and Non-Competition. Employer will pay to
Employee 12 months of severance payments as described in Section 7(c) of the Employment
Agreement between Employer and Employee dated February 17, 2005. Employee will be bound
by the non-competition provisions of Section 8 of the Employment Agreement until
December 31, 2008.
	 
	 	g.	 	Return of Company Property. Employee will surrender to company 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.




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	 	h.	 	Pension Plan. Employee shall be entitled to all rights and benefits of
the Celanese AG Pension Plan for service through December 31, 2007.
	 
	 	i.	 	Section 409A of the Internal Revenue Code. Employer and Employee will
cooperate to avoid making any deferred compensation or severance payments prior to July
1, 2008 if such payment would trigger a surtax under Section 409A.
	 
	 	j.	 	Consulting Agreement. Employer and Employee will enter into a consulting
agreement for services after December 31, 2007 upon terms that are mutually acceptable
to each party.






	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, except
for his execution of this Agreement and General Release 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, 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;
	 
	 	•	 	The New Jersey Law Against Discrimination
	 
	 	•	 	The New Jersey Family Leave Act
	 
	 	•	 	The New Jersey Conscientious Employee Protection Act
	 
	 	•	 	The New Jersey Wage Payment Law
	 
	 	•	 	The New Jersey Wage and Hour Law
	 
	 	•	 	Any other federal, state or local civil or human rights law or any other local,
state or federal law, regulation or ordinance;
	 
	 	•	 	Any public policy, contract, tort, or common law; or
	 
	 	•	 	Any claim for costs, fees, or other expenses including attorneys’ fees incurred in
these matters.




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	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 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 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. 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 Company 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 Company 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 Company or any
persons employed or designated by the Company), publish or make use of any such Confidential
Information without the prior written consent of the Company, except by an order of a court
having competent jurisdiction or under subpoena from an appropriate government agency.






	7.	 	Governing Law and Interpretation. This Agreement and General Release shall be
governed and conformed in accordance with the laws of the state in which Employee was employed
at the time of his last day of employment 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.




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	8.	 	Nonadmission 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.






	9.	 	Non-Disparagement. Employee agrees not to disparage, or make disparaging remarks or
send any disparaging communications concerning, 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.






	10.	 	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 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.






	11.	 	Review Period and Compensation Committee Approval. Employee is hereby advised that he
has up to 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. This Agreement is subject to approval by the Compensation Committee of
the Board of Directors.






	12.	 	Revocation Period. In the event that Employee elects to sign and return to Employer a
copy of this 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 Employer within the Revocation Period. This Agreement will not be effective or
enforceable until the expiration of the Revocation Period.






	13.	 	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.






	14.	 	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.






	15.	 	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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INWITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Agreement and General
Release as of the date set forth below.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Lyndon Cole	 	Celanese Corporation	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Lyndon Cole
	 	By:
	 	/s/ David Weidman	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	July 5, 2007
	 	Date:
	 	July 5, 2007	 	 







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