EX-10.3



 






Exhibit 10.3









1601 West LBJ Freeway

Dallas, TX 75234




Confidential




June 26, 2007




Sandy Beach-Lin

6226 Blue Spruce Court

Long Grove, IL 60047




Dear Sandy,



I am pleased to confirm our offer for the position of Executive Vice President of Celanese and
President–Ticona with a start date to be agreed within 2 weeks of receipt of this letter. Your
position will be based at our Dallas, Texas headquarters and you will report directly to me.



Base Salary 



Your base salary will be $550,000 per year, or $21,153.84 on a bi-weekly basis, payable in
accordance with the Company’s normal payroll practice. You will also receive a “signing bonus” of
$125,000 payable upon reporting to work. You will also receive an annual perquisite payment of
$15,000.



Annual Bonus



As a salary level 1 position, your annual bonus opportunity at target will be 80 % of your annual
salary (the “Target”), with a “Stretch” opportunity of 160 % of your annual salary. Our annual
bonus plan comprises a number of financial and non-financial measures that, combined with your
personal performance, determine your actual payment as determined annually by the Company. Please
note for the year 2007 you will receive a bonus based on a complete year of performance. This
bonus will be based on your and Ticona’s achievement of your annual financial and non financial
goals for the 2007 year.



Stock Options



You will receive 200,000 stock options under our 2004 stock incentive plan (“Plan”). This is
subject to approval by the Compensation Committee of the Board of Directors. The options will have
a term of 10 years and will vest as follows: 25% on January 1, 2009, 25% on January 1, 2010, 25% on
January 1, 2011, 25% on January 1, 2012. In the Event that the Company terminates your employment
without Cause as defined in the Plan, your vested options will include the next tranche of options
to vest after the date of termination. The option price will be the average of the high and low
prices of Celanese shares on the day the Compensation Committee approves your option grant. You
will be required to sign stock option agreement when you start your employment.



Restricted Stock Units



You will receive 15,000 restricted stock units under our 2004 stock incentive plan. These shares
are subject to approval by the Compensation Committee of the Board of Directors. We anticipate
granting of these shares will be reviewed at the Q3 meeting of the Compensation Committee. Vesting
and value of the account will be based on Total Shareholder Return to Celanese Shareholders during
a time frame after this meeting to be


 









 






established by the Compensation Committee. In the Event that the Company terminates your
employment without Cause as defined in the Plan, your vested RSU’s will include the next tranche of
options to vest after the date of termination.



Employee Benefits



During your employment, you will be entitled to participate in the Company’s employee benefit plans
as 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 medical and dental coverage, group life insurance (1 times
annual base pay); cash balance pension plan and a 401k plan that matches 100% of the first 5% of
employee contributions.



Relocation



The Company will assist in your relocation to the Dallas area under the provisions of our policy
for newly hired employees. Generally, this policy provides for shipment of household goods, home
sale and purchase assistance and a lump-sum payment to assist with various miscellaneous expenses
associated with your relocation. Details concerning provisions of this policy will be discussed
with you at your convenience. We will expedite the disposition of your house under the terms of
our policy.



Duration of Employment



Your employment with the Company is at will, meaning that you or the Company may terminate your
employment at any time for any reason with or without cause; provided that you shall be required to
give the Company at least thirty (30) days advanced written notice of resignation by you. In the
event the Company terminates your employment without cause (other than due to your death or
disability) you will be entitled to receive an amount equal to one year of your base salary
following such termination of employment. The Company will arrange to provide you with medical and
dental benefits during the 12 months following termination without Cause substantially on the same
terms and costs to you as before the termination. Payment made under this agreement are intended
to be made without triggering additional taxes under Section 409A of the Internal Revenue Code.



Vacation



You will be entitled to four (4) weeks annual vacation which is equivalent to 160 hours. Vacation
availability for the remainder of this year will be prorated based on your anticipated start date,
in accordance with the Company’s vacation policy.



Confidentiality, Non-Compete and Non-Solicitation and Prior Board Position

As a condition of your employment, you will be required to execute agreements (the
“Confidentiality, Noncompetition and Nonsolicitation Agreements”) with the Company regarding
protection and non-disclosure of confidential information and non-competition and non-solicitation.
Copies of these agreements will be provided to you under separate cover. You will be able to
continue on the board of WESCO.



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




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Sandy, we are most enthusiastic about your joining the team. If these provisions are agreeable to
you, please sign the enclosed copy of this letter and return it by fax to 972-332-9151 by June 29,
2007. If you do not accept the offer by this date, the offer will be rescinded.




Sincerely,




Kevin J. Rogan

Associate General Counsel and

Assistant Secretary

on behalf of David N. Weidman

Chairman & CEO




Acknowledgement of Offer:

(Please check one)




	 	 	 	 	 
	 

	 	o
	 	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. I agree to keep the terms and conditions of this agreement confidential.
	 
	 	 	 	 
	 

	 	o
	 	I decline your offer of employment. I agree to keep the terms and conditions of
this agreement confidential.






	 	 	 
	Signature: /s/ Sandy Beach Lin

	 	Date: June 27, 2007
	 
	 	 
	Sandy Beach-Lin
	 	 







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