EX-10.1








    Exhibit 10.1



 




    CHANGE IN
    CONTROL AGREEMENT



 



    This CHANGE IN CONTROL AGREEMENT (the
    “Agreement”) is entered into on
    May 1, 2008 (the “Effective Date”)
    by and between Celanese Corporation (the
    “Company”) and Christopher W. Jensen
    (the “Executive”).



 



    The Company considers it essential to foster the continued
    employment of key management personnel. The Board of Directors
    of the Company (the “Board”) believes
    that it is in the best interests of the Company and its
    stockholders to assure the Company will have the continued
    dedication of Executive, notwithstanding the possibility, threat
    or occurrence of a Change in Control. The Board believes it is
    imperative to diminish the inevitable distraction of Executive
    by virtue of the personal uncertainties and risks created by a
    pending or threatened Change in Control and to encourage
    Executive’s full attention and dedication to the Company
    currently and in the event of any threatened or pending Change
    in Control. The Company also requests, and the Executive desires
    to give the Company, certain assurances with regard to the
    protection of Confidential Information and Intellectual Property
    of the Company and its Affiliates. Therefore, the Company and
    the Executive have entered into this Agreement.



 



    In consideration of the premises and mutual covenants contained
    herein and for other good and valuable consideration, the
    parties agree as follows:



 



    1. Definitions:



 



    a. “Affiliate” shall mean, when used with
    respect to any person or entity, any other person or entity
    which controls, is controlled by or is under common control with
    the specified person or entity. As used in the immediately
    preceding sentence, the term “control” (with
    correlative meanings for “controlled by” and
    “under common control with”) shall mean, with respect
    to any entity, the ownership, directly or indirectly, of fifty
    percent (50%) or more of the outstanding equity interests in
    such entity.



 



    b. “Beneficial Owner” shall have the
    meaning given such term in
    Rule 13d-3
    of the General Rules and Regulations under the Securities
    Exchange Act of 1934, as amended (the “Exchange
    Act”).



 



    c. “Cause” shall mean
    (i) Executive’s willful failure to perform
    Executive’s duties hereunder (other than as a result of
    total or partial incapacity due to physical or mental illness)
    for a period of 30 days following written notice by the
    Company to Executive of such failure, (ii) conviction of,
    or a plea of nolo contendere to, (x) a felony under the
    laws of the United States or any state thereof or any similar
    criminal act in a jurisdiction outside the United States or
    (y) a crime involving moral turpitude,
    (iii) Executive’s willful malfeasance or willful
    misconduct which is demonstrably injurious to the Company or its
    Affiliates, (iv) any act of fraud by Executive,
    (v) any material violation of the Company’s code of
    conduct, (vi) any material violation of the Company’s
    policies concerning harassment or discrimination,
    (vii) Executive’s conduct that causes material harm to
    the business reputation of the Company or its Affiliates, or
    (viii) Executive’s breach of the provisions of
    Sections 7 (Confidentiality; Intellectual Property) or 8
    (Non-Competition; Non-Solicitation) of this Agreement.



 



    d. A “Change In Control” will be
    deemed to have occurred for purposes hereof, upon any one of the
    following events: (a) any person (within the meaning of
    Sections 13(d) and 14(d) of the Exchange Act), other than
    the Company (including its subsidiaries, directors, and
    executive officers) has become the Beneficial Owner of thirty
    percent (30%) or more of the combined voting power of the
    Company’s then outstanding common stock or equivalent in
    voting power of any class or classes of the Company’s
    outstanding securities ordinarily entitled to vote in elections
    of directors (“Voting Securities”)
    (other than as a result of an issuance of securities by the
    Company approved by Incumbent Directors, or open market
    purchases approved by Incumbent Directors at the time the
    purchases are made); (b) individuals who constitute the
    Board as of the Effective Date (the “Incumbent
    Directors”) have ceased for any reason to
    constitute at least a majority thereof, provided that any person
    becoming a director after the Effective Date whose election, or
    nomination for election by the Company’s stockholders, was
    approved by a majority of the directors comprising the













 






    Incumbent Board, either by a specific vote or by approval of the
    proxy statement of the Company in which such person is named as
    a nominee for director without objection to such nomination
    shall be an Incumbent Director; provided, however, that no
    individual initially elected or nominated as a director of the
    Company as a result of an actual or threatened election contest
    with respect to the election or removal of directors
    (“Election Contest”) or other actual or
    threatened solicitation of proxies or consents by or on behalf
    of any Person other than the Board (“Proxy
    Contest”), including by reason of any agreement
    intended to avoid or settle any Election Contest or Proxy
    Contest, shall be deemed an Incumbent Director; (c) the
    stockholders of the Company approve a reorganization, merger,
    consolidation, statutory share exchange or similar form of
    corporate transaction, or the sale or other disposition of all
    or substantially all of the Company’s assets (a
    “Transaction”), unless immediately
    following such Transaction, (i) all or substantially all of
    the Persons who were the Beneficial Owners of the Voting
    Securities outstanding immediately prior to such Transaction are
    the Beneficial Owners of more than 50% of the combined voting
    power of the then outstanding voting securities entitled to vote
    generally in the election of directors of the entity resulting
    from such Transaction (including, without limitation, an entity
    which as a result of such Transaction owns the Company or all or
    substantially all of the Company’s assets or stock either
    directly or through one or more subsidiaries, the
    “Surviving Entity”) in substantially the
    same proportions as their ownership, immediately prior to such
    Transaction, of the Voting Securities, (ii) no Person is
    the Beneficial Owner of 30% or more of the combined voting power
    of the then outstanding voting securities entitled to vote
    generally in the election of directors of the Surviving Entity,
    and (iii) at least a majority of the members of the board
    of directors of the Surviving Entity are Incumbent Directors; or
    (d) approval by the Company’s stockholders of a
    complete liquidation and dissolution of the Company.



 



    However, if in any circumstance in which the foregoing
    definition would be operative and with respect to which the
    income tax under Section 409A of the Code would apply or be
    imposed, but where such tax would not apply or be imposed if the
    meaning of the term “Change in Control” met the
    requirements of Section 409A(a)(2)(A)(v) of the Code, then
    the term “Change in Control” herein shall mean, but
    only for the transaction so affected, a “change in control
    event” within the meaning of Treas. Reg.
    § 1.409A — 3(i)(5).



 



    e. “Change In Control Protection Period”
    shall mean that period commencing on the date that the
    Company or a third party publicly announces an event that, if
    consummated, would constitute a Change In Control and ending
    (i) on the date that the circumstances giving rise to the
    announcement of the event are abandoned or withdrawn, or
    (ii) if such transaction is consummated, two years after
    the Change In Control.



 



    f. “COBRA” shall mean those provisions of
    the Consolidated Omnibus Budget Reconciliation Act of 1986, as
    amended, related to continuation of group health and dental plan
    coverage as set forth in Code section 4980B.



 



    g. “Code” shall mean the Internal Revenue
    Code of 1986, as amended from time to time.



 



    h. “Competitive Business” shall mean
    businesses that compete with products and services offered by
    the Company in those countries where the Company or any of its
    Affiliates manufactures, produces, sells, leases, rents,
    licenses or otherwise provides its products or services during
    the two (2) years preceding the Termination Date
    (including, without limitation, businesses which the Company or
    its Affiliates have specific plans to conduct in the future that
    were disclosed or made available to Executive), provided that,
    if Executive’s duties were limited to particular product
    lines or businesses during such period, the Competitive Business
    shall be limited to those product lines or businesses in those
    countries for which the Executive had such responsibility.



 



    i. “Confidential Information” shall mean
    any non-public, proprietary or confidential information,
    including without limitation trade secrets, know-how, research
    and development, software, databases, inventions, processes,
    formulae, technology, designs and other intellectual property,
    information concerning finances, investments, profits, pricing,
    costs, products, services, vendors, customers, clients,
    partners, investors, personnel, compensation, benefits,
    recruiting, training, advertising, sales, marketing, promotions,
    government and regulatory activities and approvals concerning
    the past, current or future business, activities and operations
    of the Company, its Affiliates
    and/or any
    third party that has disclosed or provided any of same to the
    Company or its Affiliates on a confidential basis.
    “Confidential Information” also includes any
    information




    

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    designated as a trade secret or proprietary information by
    operation of law or otherwise, but shall not be limited by such
    designation. “Confidential Information” shall not
    include any information that is (i) generally known to the
    industry or the public other than as a result of
    Executive’s breach of this covenant; (ii) made
    legitimately available to Executive by a third party without
    breach of any confidentiality obligation; or (iii) required
    by law to be disclosed; provided that Executive shall give
    prompt written notice to the Company of such requirement,
    disclose no more information than is so required, and cooperate
    with any attempts by the Company to obtain a protective order or
    similar treatment.



 



    j. “Controlled Group” shall mean all
    corporations or business entities that are, along with the
    Company, members of a controlled group of corporations or
    businesses, as defined in Code Sections 414(b) and 414(c),
    except that the language “at least 50 percent” is
    used instead of “at least 80 percent” in applying
    the rules of Code Sections 414(b) and 414(c).



 



    k. “Fiscal Year” shall mean the fiscal
    year of the Company.



 



    l. “Good Reason” shall mean any of the
    following conditions which occurs without the consent of the
    Executive: (i) a material diminution in the
    Executive’s base salary or annual bonus opportunity;
    (ii) a material diminution in the Executive’s
    authority, duties, or responsibilities (including status,
    offices, titles and reporting requirements); (iii) a
    material change in the geographic location at which the
    Executive must perform his duties; (iv) failure of the
    Company to pay compensation or benefits when due, or
    (v) any other action or inaction that constitutes a
    material breach by the Company of this Agreement. The conditions
    described above will not constitute “Good Reason”
    unless the Executive provides written notice to the Company of
    the existence of the condition described above within
    90 days after the initial existence of such condition. In
    addition, the conditions described above will not constitute
    “Good Reason” unless the Company fails to remedy the
    condition within a period of thirty (30) days after receipt
    of the notice described in the preceding sentence. If the
    Company fails to remedy the condition within the period referred
    to in the preceding sentence, Executive may terminate his
    employment with the Company for “Good Reason” within
    in the next thirty (30) days following the expiration of
    the cure period.



 



    m. “Notice of Termination” shall mean a
    notice which shall indicate the general reasons for the
    termination employment and the circumstances claimed to provide
    a basis for termination of employment or other Separation of
    Service under the provision so indicated.



 



    n. “Person” shall mean any person, firm,
    partnership, joint venture, association, corporation or other
    business organization, entity or enterprise whatsoever.



 



    o. “Restricted Period” shall be
    (i) one year from the Termination Date in the event of a
    Separation from Service that occurs during the Service Term (as
    defined hereinafter) other than in the case of an involuntary
    Separation from Service without Cause, (ii) in the case of
    an involuntary Separation from Service without Cause during the
    Service Term, an amount of time in whole months equal to the
    number of months’ salary the Company agrees to provide to
    Executive in severance, whether paid over time or in a lump sum;
    and (iii) eighteen months from the Termination Date in the
    event of a Separation from Service following a Change In Control
    where Executive receives the Change In Control Payment (as
    defined hereinafter).



 



    p. “Separation from Service” shall mean an
    event after which the Executive shall no longer provide services
    to the members of the Controlled Group, whether voluntarily or
    involuntarily as determined by the Committee (as hereafter
    defined) in accordance with Treas. Reg.
    § 1.409A-1(h)(1). A Separation from Service shall
    occur when Executive has experienced a termination of employment
    from the members of the Controlled Group. Executive shall be
    considered to have experienced a termination of employment when
    the facts and circumstances indicate that the Executive and the
    Company reasonably anticipate that either (i) no further
    services will be performed for the members of the Controlled
    Group after a certain date, or (ii) that the level of bona
    fide services the Executive will perform for the members of the
    Controlled Group after such date (whether as an employee or as
    an independent contractor) will permanently decrease to no more
    than 20% of the average level of bona fide services performed by
    such Executive (whether as an employee or an independent
    contractor) over the immediately preceding
    36-month
    period (or the full period of services to the members of the
    Controlled Group if the Executive has been providing services to
    the members of the




    

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    Controlled Group less than 36 months). If Executive is on
    military leave, sick leave, or other bona fide leave of absence,
    the employment relationship between the Executive and the
    members of the Controlled Group shall be treated as continuing
    intact, provided that the period of such leave does not exceed
    6 months, or if longer, so long as the Executive retains a
    right to reemployment with the members of the Controlled Group
    under an applicable statute or by contract. If the period of a
    military leave, sick leave, or other bona fide leave of absence
    exceeds 6 months and the Executive does not retain a right
    to reemployment under an applicable statute or by contract, the
    employment relationship shall be considered to be terminated for
    purposes of this Agreement as of the first day immediately
    following the end of such
    6-month
    period. In applying the provisions of this paragraph, a leave of
    absence shall be considered a bona fide leave of absence only if
    there is a reasonable expectation that the Executive will return
    to perform services for any members of the Controlled Group.



 



    Notwithstanding the foregoing provisions, if Executive provides
    services for the Company as both an employee and as a
    non-employee director, to the extent permitted by Treas. Reg.
    § 1.409A-1(h)(5) the services provided by such
    Executive as a non-employee director shall not be taken into
    account in determining whether the Executive has experienced a
    Separation from Service.



 



    q. “Target Bonus” shall mean the target
    bonus for Executive under any annual bonus plan in effect from
    time to time as determined by the Compensation Committee (the
    “Committee”) or the Board.



 



    r. “Termination Date” shall mean the date
    upon which a Separation from Service with respect to an
    Executive occurs.



 



    2. Term of Change In Control Agreement.



 



    a. This Agreement shall be for an initial term (the
    “Initial Term”) of two years and shall
    continue to renew for consecutive two year terms thereafter (a
    “Renewal Term”), unless either party
    shall give written notice to the other (a “Notice of
    Non-Renewal”) that such agreement shall not renew
    at least ninety days prior to the expiration of the Initial Term
    or Renewal Term then in effect. Notwithstanding the foregoing,
    the Company may not give a Notice of Non-Renewal during the
    Change In Control Protection Period.



 



    b. This Agreement, except those provisions which shall
    survive under Section 11(k), shall terminate upon the
    termination of Executive’s employment for any reason other
    than the termination of Executive’s employment during the
    Change In Control Protection Period (x) by the Company
    without Cause or (y) by the Executive with Good Reason. No
    payment under this Agreement will be due to Executive upon
    termination of Executive’s employment for any reason other
    than as specified in (x) or (y) above.



 



    3. Executive’s Incumbent Position.



 



    a. Unless notified otherwise by the Chief Executive Officer
    of the Company or the Board, Executive shall serve as Vice
    President of Finance and Treasurer (“Executive’s
    Incumbent Position”). In such position, Executive
    shall have such duties and authority as shall be determined from
    time to time by the Chief Executive Officer and the Board. If
    requested, Executive shall also serve as a member of the Board
    without additional compensation. The period during which the
    Executive shall be employed by the Company shall be called the
    “Service Term.”



 



    b. Except as provided in Section 5, (i) either
    Company or Executive may terminate the employment relationship
    at any time, with or without Cause or Good Reason,
    (ii) this Agreement shall not be construed as giving the
    Executive any right to be retained in the employ of the Company
    or its Affiliates, (iii) the Company may at any time
    terminate the Executive free from any liability of any claim
    under this Agreement, except as expressly provided herein; and
    (iv) the Company may demote Executive at any time in its
    absolute and sole discretion without liability to the Executive.



 



    c. During the Service Term, Executive will devote
    Executive’s full business time and best efforts to the
    performance of Executive’s duties hereunder and will not
    engage in any other business, profession or occupation for
    compensation or otherwise which would conflict or interfere with
    the rendition of such services either directly or indirectly,
    without the prior written consent of the Board; provided that
    nothing herein shall preclude Executive, (i) subject to the
    prior approval of the Board, from accepting appointment to or
    continuing to serve on any board of directors or trustees of any
    business corporation or any charitable organization or
    (ii) from participating in charitable activities or
    managing personal investments; provided in each case, and in the
    aggregate, that such




    

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    activities do not conflict or interfere with the performance of
    Executive’s duties hereunder or conflict with
    Sections 7 or 8. Executive shall promote the goodwill of
    the Company with its employees, customers, stockholders,
    vendors, and the general public. During the Service Term,
    reasonable business expenses incurred by Executive in the
    performance of Executive’s duties hereunder and to support
    the goodwill and business relationships of the Company shall be
    reimbursed by the Company in accordance with Company policies.



 



    4. Obligations of the Company upon Change In Control
    with Respect to Long-Term Incentive Awards and Deferred
    Compensation.



 



    The effect of a change in control on any long-term incentive
    awards (cash or equity) or deferred compensation previously
    granted to the Executive under the 2008 Deferred Compensation
    Plan, 2004 Stock Incentive Plan or the 2004 Deferred
    Compensation Plan, as amended, (the “Long-Term
    Incentive Awards”) shall be governed by the terms
    and conditions of the applicable individual award agreements or
    deferral agreements and the Celanese Corporation 2008 Deferred
    Compensation Plan, the 2004 Stock Incentive Plan or the 2004
    Deferred Compensation Plan, as amended (collectively, the
    “Long-Term Incentive Award Agreements”),
    and shall not be governed by this Agreement.



 



    5. Termination of Employment Connected with a Change In
    Control.



 



    a. Upon Executive’s Separation from Service during the
    Change In Control Protection Period, Executive shall receive the
    Change In Control Payment if and only if the following
    conditions occur:



 



    (i) The Change In Control is consummated;



 



    (ii) Executive is employed in the Executive Incumbent
    Position or some substantially equivalent or higher position for
    the Company as of the commencement of the Change In Control
    Protection Period;



 



    (iii) Executive’s employment is terminated either by
    the Company without Cause or by the Executive with Good Reason
    such that a Separation from Service occurs;



 



    (iv) Within fifty (53) days after both conditions in
    Sections 5(a)(i) and 5(a)(iii), or at the expiration of
    twenty-one (21) days following the presentation of the
    release, Executive executes a release of all claims, known or
    unknown, against the Company, its Affiliates, and their
    respective agents in a form satisfactory to the Company similar
    to that attached hereto as Exhibit A and does not timely
    revoke such release before the expiration of seven days
    following his or her execution of the release; and



 



    (v) Within fifty (53) days after both conditions in
    Sections 5(a)(i) and 5(a)(iii), Executive reaffirms in
    writing in a manner satisfactory to the Company his or her
    obligations under Sections 7 and 8 of this Agreement.



 



    b. The “Change In Control Payment” shall
    be equal to one and one half (1.5) times the sum of
    (i) Executive’s then current annualized base salary;
    and (ii) the higher of (x) Executive’s Target
    Bonus in effect on the last day of the Fiscal Year that ended
    immediately prior to the year in which the Termination Date
    occurs, or (y) the average of the cash bonuses paid by the
    Company to Executive for the three Fiscal Years preceding the
    Termination Date.



 



    c. The Change In Control Payment shall be paid in a single
    lump sum to Executive six (6) months and one day after the
    Executive’s Termination Date, together with interest at the
    rate provided in Section 1274(b)(2)(B) of the Code.



 



    d. Provided that (i) all of the conditions in
    Section 5(a) are met, (ii) Executive makes a timely
    COBRA election, and (iii) Executive has complied in all
    material respects with regard to the obligations of
    Sections 7 and 8 of this Agreement, if the Executive timely
    remits to the Company the applicable “COBRA” premiums
    for such coverage, the Company will continue to provide group
    health and dental coverage under the Company’s medical plan
    for Executive and his or her dependents during the Restricted
    Period; and will reimburse Executive for all premiums paid by
    Executive for such continued coverage. Such reimbursements will
    be made within thirty (30) days after Executive’s
    payment of such premiums (or submission of a request for
    reimbursement and satisfactory proof of such payment) but in no
    event later than on or before the last day of the
    Executive’s tax year following the tax year in which the
    expense was incurred. The amount of COBRA premiums and health
    and dental




    

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    expenses eligible for reimbursement during Executive’s tax
    year may not affect the COBRA premiums and health and dental
    expenses eligible for reimbursement in any other tax year.



 



    e. Certain Further Payments Due Executive



 



    (i) In the event that any amount or benefit paid or
    distributed to Executive pursuant to this Agreement
    and/or any
    amounts or benefits otherwise paid or distributed to Executive
    by the Company that are treated as parachute payments under
    Section 280G of the Code (such payments, collectively, the
    “Covered Payments”), are or become subject to
    the tax imposed under Section 4999 of the Code or any
    similar tax that may hereafter be imposed (the “Excise
    Tax”), the Company will pay to Executive an additional
    amount (the “Tax Reimbursement Payment”), such
    that the net amount retained by Executive with respect to such
    Covered Payments, after deduction of any Excise Tax (as well as
    any penalties and interest thereon) on the Covered Payments and
    any Federal, state and local income tax, payroll tax, and Excise
    Tax on the Tax Reimbursement Payment provided for by this
    subsection (e), but before deduction for any Federal, state or
    local income or employment tax withholding on such Covered
    Payments, will be equal to the amount of the Covered Payments,
    together with an amount equal to the product of any deductions
    disallowed to Executive for federal, state, or local income tax
    purposes because of the inclusion of the Tax Reimbursement
    Payment in Executive’s adjusted gross income multiplied by
    the highest applicable marginal rate of federal, state, or local
    income taxation, respectively, for the calendar year in which
    the Tax Reimbursement Payment is to be made. The time for
    payment of the Tax Reimbursement Payment is set forth in
    subsection (e)(v) below. The Tax Reimbursement Payment is
    intended to place the Executive in the same position he would
    have been in if the Excise Tax did not apply.



 



    (ii) For purposes of determining whether any of the Covered
    Payments will be subject to the Excise Tax and the amount of
    such Excise Tax,



 



    (A) such Covered Payments will be treated as
    “parachute payments” within the meaning of
    Section 280G of the Code, and all “parachute
    payments” in excess of the “base amount” (as
    defined under Section 280G(b)(3) of the Code) will be
    treated as subject to the Excise Tax, unless, and except to the
    extent that, in the good faith judgment of a public accounting
    firm appointed by the Company or tax counsel selected by such
    accounting firm (the “Accountants”), the
    Company has a reasonable basis to conclude that such Covered
    Payments (in whole or in part) either do not constitute
    “parachute payments” or represent reasonable
    compensation for personal services actually rendered (within the
    meaning of Section 280G(b)(4)(B) of the Code) in excess of
    the “base amount,” or such “parachute
    payments” are otherwise not subject to such Excise
    Tax; and



 



    (B) the value of any non-cash benefits or any deferred
    payment or benefit will be determined by the Accountants in
    accordance with the principles of Section 280G of the Code.



 



    (iii) For purposes of determining the amount of the Tax
    Reimbursement Payment, Executive will be deemed to pay:



 



    (A) Federal income taxes at the highest applicable marginal
    rate of Federal income taxation for the calendar year in which
    the Tax Reimbursement Payment is to be made; and



 



    (B) any applicable state and local income taxes at the
    highest applicable marginal rate of taxation for the calendar
    year in which the Tax Reimbursement Payment is to be made, net
    of the maximum reduction in Federal income taxes which could be
    obtained from the deduction of such state or local taxes if paid
    in such year.



 



    (iv) In the event that the Excise Tax amount, if any,
    initially determined to be payable to the United States Treasury
    Department pursuant to this subsection (e) is later
    determined by the Accountants or pursuant to any proceeding or
    negotiations with the Internal Revenue Service to exceed the
    amount taken into account hereunder at the time the Tax
    Reimbursement Payment was initially determined (including, but
    not limited to, by reason of any payment the existence or amount
    of which could not be determined at the time of the Tax
    Reimbursement Payment), the Company will make an additional Tax
    Reimbursement Payment, in respect of such excess (including
    making a full Tax Reimbursement Payment in the event of an
    initial determination that no Excise Tax amount was due) (as
    well as any interest or penalty payable with respect to such
    payment) at the time specified in subsection (e)(v) below.




    

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    In the event that the Excise Tax is subsequently determined by
    the Accountants or pursuant to any proceeding or negotiations
    with the Internal Revenue Service to be less than the amount
    taken into account under this subsection (e) in calculating
    the Tax Reimbursement Payment made, Executive will repay to the
    Company, at the time specified in subsection (e)(v) below, the
    portion of such prior Tax Reimbursement Payment that would not
    have been paid if the amount of the Excise Tax had been
    accurately calculated in determining such Tax Reimbursement
    Payment, plus interest on the amount of such repayment at the
    rate provided in Section 1274(b)(2)(B) of the Code.
    Notwithstanding the foregoing, in the event any portion of the
    Tax Reimbursement Payment to be refunded to the Company has been
    paid to any Federal, state or local tax authority, repayment
    thereof will not be required until actual refund or credit of
    such portion has been made to Executive, and interest payable to
    the Company will not exceed interest received or credited to
    Executive by such tax authority for the period it held such
    portion. Executive and the Company will mutually agree upon the
    course of action to be pursued (and the method of allocating the
    expenses thereof) if Executive’s good faith claim for
    refund or credit is denied (in whole or in part); provided that
    Executive will remain responsible to repay the Company for any
    such unrefunded Tax Reimbursement Payments to the extent
    Executive ultimately prevails in such claim.



 



    (v) The Tax Reimbursement Payment (or portion thereof)
    provided for in this subsection (e) will be paid to
    Executive within 5 days after Executive remits the Excise
    Tax to the Internal Revenue Service but no later than the end of
    the Executive’s tax year following the tax year in which
    the Executive remits the Excise Tax to the Internal Revenue
    Service. Further, in the event that the initial Tax
    Reimbursement Payment was too little and additional Tax
    Reimbursement Payments are subsequently determined to be payable
    to Executive pursuant to subsection (e)(iv) above, such Tax
    Reimbursement Payment or additional Tax Reimbursement Payment
    amount will be made by the Company to Executive within
    5 days after the date that Executive remits such portion to
    the Internal Revenue Service, but no later than the end of the
    Executive’s tax year following the tax year in which the
    Executive remits such portion to the Internal Revenue Service.
    In the event that the amount of the estimated Tax Reimbursement
    Payment exceeds the amount subsequently determined to have been
    due, subject to the provisions of subsection (e)(iv), such
    excess will be payable by Executive to the Company on the fifth
    (5th) business day after written demand by the Company for
    payment (together with interest at the rate provided in
    Section 1274(b)(2)(B) of the Code). Company will reimburse
    the Executive for any interest, penalties or surcharge that may
    be imposed on the Executive in connection with any Excise Tax
    (including a reimbursement of any additional taxes imposed as a
    result of the reimbursement of any such interest, penalties or
    surcharge) within 5 days after payment by the Executive,
    but in no event later than on or before the last day of the
    Executive’s tax year following the tax year in which the
    interest, penalties, surcharge or other taxes are imposed, such
    reimbursement obligation shall remain in effect during the
    applicable statute of limitations relating to any such interest,
    penalties or surcharge (but in no event shall remain in effect
    for longer than 10 years), and the amount of expenses
    eligible for reimbursement hereunder during Executive’s tax
    year will not affect the expenses eligible for reimbursement in
    any other tax year.



 



    (vi) The Tax Reimbursement Payment due under this
    subsection (e) shall not exceed two million
    dollars ($2,000,000).



 



    (vii) If the amount of the Covered Payments is equal to or
    less than 110% of the product of 2.99 and Executive’s
    applicable “base amount” (as such term is defined for
    purposes of Section 4999 of the Code), the Covered Payments
    under this Agreement or otherwise shall be reduced by the
    minimum amount necessary so that none of the Covered Payments
    are subject to the excise tax under Section 4999 of the
    Code; provided, however, that this subsection (e)(vii) shall not
    apply if, even after all Covered Payments due hereunder are
    reduced to zero, the value of the Covered Payments would still
    be subject to the excise tax under Section 4999 of the
    Code, in which case no reduction of any Covered Payments shall
    be made.



 



    f. Notwithstanding any provision of this Agreement to the
    contrary, if Executive is a “Specified Employee”
    within the meaning of Treasury Regulation
    § 1.409A-1(i) and if any payment under this Agreement
    provides for a “deferral of compensation” within the
    meaning of Treasury Regulation § 1.409A-1(b) and if
    such payment would otherwise occur before the date that is six
    (6) months after the Executive’s Termination Date,
    then such payment shall be delayed and shall occur on the date
    that is six (6) months and one (1) day after the
    Termination Date (or, if earlier, the date of the
    Executive’s death), together with interest at the rate
    provided in Section 1274(b)(2)(B) of the Code.




    

    7








 






    6. Exclusivity of Benefits.   Executive
    acknowledges that this Agreement supercedes and replaces all
    prior agreements or understandings Executive may have with the
    Company with respect to compensation or benefits that may become
    payable in connection with or as a result of a change in control
    of the Company, whether or not such change in control
    constitutes a Change In Control, including any provisions
    contained in any employment agreement, offer letter or change in
    control agreement, except with respect to any Long-Term
    Incentive Awards which shall be governed by the terms of the
    Long-Term Incentive Award Agreements. This Agreement also
    describes all payments and benefits that the Company shall be
    obligated to provide to Executive upon Executive’s
    Separation from Service during a Change In Control Protection
    Period and shall constitute Executive’s agreement to waive
    any rights to payment under the Celanese Americas Separation Pay
    Plan, any similar or successor plan adopted by the Company, and
    any other term of employment contained in any employment
    agreement, offer letter, change in control agreement or
    otherwise (other than benefits to which
    he/she may
    be entitled, if any: (i) under any Celanese plan qualified
    under Section 401(a) of the Internal Revenue Code,
    including the Celanese Americas Retirement Pension Plan and
    Celanese Americas Retirement Savings Plan; and (ii) under
    the 2008 Celanese Deferred Compensation Plan) to the extent that
    the circumstances giving right to such right to payment would
    constitute a Separation of Service during a Change In Control
    Protection Period.



 



    7. Confidentiality; Intellectual Property.



 



    a. Confidentiality.



 



    (i) Based upon the assurances given by the Executive in
    this Agreement, the Company will provide Executive with access
    to its Confidential Information. Executive hereby reaffirms that
    all Confidential Information received by Executive prior to the
    termination of this Agreement is the exclusive property of the
    Company and Executive releases any individual claim to the
    Confidential Information.



 



    (ii) Executive will not at any time (whether during or
    after Executive’s employment with the Company)
    (x) retain or use for the benefit, purposes or account of
    Executive or any other Person; or (y) disclose, divulge,
    reveal, communicate, share, make available, transfer or provide
    access to any Person outside the Company (other than its
    professional advisers who are bound by confidentiality
    obligations), any Confidential Information without the prior
    written authorization of the Board.



 



    (iii) Upon termination of Executive’s employment with
    the Company for any reason, Executive shall (x) cease and
    not thereafter commence use of any Confidential Information or
    intellectual property (including without limitation, any patent,
    invention, copyright, trade secret, trademark, trade name, logo,
    domain name or other source indicator) owned or used by the
    Company or its Affiliates; (y) immediately destroy, delete,
    or return to the Company, at the Company’s option, all
    originals and copies in any form or medium (including memoranda,
    books, papers, plans, computer files, letters and other data) in
    Executive’s possession or control (including any of the
    foregoing stored or located in Executive’s office, home,
    laptop or other computer, whether or not Company property) that
    contain Confidential Information or otherwise relate to the
    business of the Company or its Affiliates, except that Executive
    may retain only those portions of any personal notes, notebooks
    and diaries that do not contain any Confidential Information;
    and (z) notify and fully cooperate with the Company
    regarding the delivery or destruction of any other Confidential
    Information of which Executive is or becomes aware.



 



    (iv) If Executive has previously entered into any
    confidentiality or non-disclosure agreements with any former
    employer, Executive hereby represents and warrants that such
    confidentiality
    and/or
    non-disclosure agreement or agreements have been fully disclosed
    and provided to the Company prior to commencing employment with
    the Company.



 



    b. Intellectual Property.



 



    (i) If Executive has created, invented, designed,
    developed, contributed to or improved any works of authorship,
    inventions, intellectual property, materials, documents or other
    work product (including without limitation, research, reports,
    software, databases, systems, applications, presentations,
    textual works, content, or audiovisual materials)
    (“Works”), either alone or with third
    parties, prior to Executive’s employment by the Company,
    that are relevant to or implicated by such employment
    (“Prior Works”), Executive hereby grants
    the Company a perpetual, non-exclusive, royalty-free, worldwide,
    assignable, sublicensable license under all rights and
    intellectual property rights (including rights under patent,
    industrial property, copyright, trademark, trade secret,




    

    8








 






    unfair competition and related laws) therein for all purposes in
    connection with the Company’s current and future business.
    A list of all such Works as of the date hereof is attached
    hereto as Exhibit B.



 



    (ii) If Executive creates, invents, designs, develops,
    contributes to or improves any Works, either alone or with third
    parties, at any time during Executive’s employment by the
    Company and within the scope of such employment
    and/or with
    the use of any of the Company resources (“Company
    Works”), Executive shall promptly and fully
    disclose same to the Company and hereby irrevocably assigns,
    transfers and conveys, to the maximum extent permitted by
    applicable law, all rights and intellectual property rights
    therein (including rights under patent, industrial property,
    copyright, trademark, trade secret, unfair competition and
    related laws) to the Company to the extent ownership of any such
    rights does not vest originally in the Company.



 



    (iii) Executive agrees to keep and maintain adequate and
    current written records (in the form of notes, sketches,
    drawings, and any other form or media requested by the Company)
    of all Company Works. The records will be available to and
    remain the sole property and intellectual property of the
    Company at all times.



 



    (iv) Executive shall take all requested actions and execute
    all requested documents (including any licenses or assignments
    required by a government contract) at the Company’s expense
    (but without further remuneration) to assist the Company in
    validating, maintaining, protecting, enforcing, perfecting,
    recording, patenting or registering any of the Company’s
    rights in the Prior Works and Company Works. If the Company is
    unable for any other reason to secure Executive’s signature
    on any document for this purpose, then Executive hereby
    irrevocably designates and appoints the Company and its duly
    authorized officers and agents as Executive’s agent and
    attorney in fact, to act for and in Executive’s behalf and
    stead to execute any documents and to do all other lawfully
    permitted acts in connection with the foregoing.



 



    (v) Executive shall not improperly use for the benefit of,
    bring to any premises of, divulge, disclose, communicate,
    reveal, transfer or provide access to, or share with the Company
    any confidential, proprietary or non-public information or
    intellectual property relating to a former employer or other
    third party without the prior written permission of such third
    party. Executive hereby indemnifies, holds harmless and agrees
    to defend the Company and its officers, directors, partners,
    employees, agents and representatives from any breach of the
    foregoing covenant. Executive shall comply with all relevant
    policies and guidelines of the Company, including regarding the
    protection of confidential information and intellectual property
    and potential conflicts of interest. Executive acknowledges that
    the Company may amend any such policies and guidelines from time
    to time, and that Executive remains at all times bound by their
    most current version.



 



    c. In the event Executive leaves the employ of the Company,
    Executive hereby grants consent to notification by the Company
    to any subsequent employer about Executive’s rights and
    obligations under this Agreement.



 



    8. Non-Competition; Non-Solicitation.



 



    a. Executive acknowledges and recognizes the highly
    competitive nature of the businesses of the Company and its
    Affiliates and accordingly agrees as follows:



 



    (i) During the Service Term and for the Restricted Period,
    Executive will not, whether on Executive’s own behalf or on
    behalf of or in conjunction with any Person, directly or
    indirectly solicit or assist in soliciting in competition with
    the Company or its Affiliates, the business of any customer,
    prospective customer, client or prospective client:



 



    (A) with whom Executive had personal contact or dealings on
    behalf of the Company or its Affiliates during the one year
    period preceding the termination of Executive’s employment;



 



    (B) with whom employees directly or indirectly reporting to
    Executive have had personal contact or dealings on behalf of the
    Company or its Affiliates during the one-year immediately
    preceding the termination of Executive’s employment; or



 



    (C) for whom Executive had direct or indirect
    responsibility during the one year period immediately preceding
    the termination of Executive’s employment.




    

    9








 






    (ii) During the Restricted Period, Executive will not
    directly or indirectly:



 



    (A) engage in any Competitive Business;



 



    (B) enter the employ of, or render any services to, any
    Person (or any division or controlled or controlling affiliate
    of any Person) who or which engages in a Competitive Business;



 



    (C) acquire a financial interest in, or otherwise become
    actively involved with, any Competitive Business, directly or
    indirectly, as an individual, partner, stockholder, officer,
    director, principal, agent, trustee or consultant; or



 



    (D) interfere with, or attempt to interfere with, business
    relationships (whether formed before, on or after the date of
    this Agreement) between the Company or any of its Affiliates and
    customers, clients, suppliers partners, members or investors of
    the Company or its Affiliates.



 



    (iii) Notwithstanding anything to the contrary in this
    Agreement, Executive may directly or indirectly own, solely as
    an investment, securities of any Person engaged in the business
    of the Company or its Affiliates which are publicly traded on a
    national or regional stock exchange or on the over-the-counter
    market if Executive (i) is not a controlling Person of, or
    a member of a group which controls, such Person and
    (ii) does not, directly or indirectly, own 5% or more of
    any class of securities of such Person.



 



    (iv) During the Restricted Period, Executive will not,
    whether on Executive’s own behalf or on behalf of or in
    conjunction with any Person, directly or indirectly:



 



    (A) solicit, interview, encourage, or take any other action
    that would tend to influence in any manner any employee of the
    Company or its Affiliates to leave the employment of the Company
    or its Affiliates (other than as a result of a general
    advertisement of employment made by Executive’s subsequent
    employer or business, not directed at any such employee); or



 



    (B) hire any such employee who was employed by the Company
    or its Affiliates as of the Termination Date or who left the
    employment of the Company or its Affiliates coincident with, or
    within one year prior to or after, the Termination Date.



 



    (v) During the Restricted Period, Executive will not,
    directly or indirectly, solicit or encourage any consultant then
    under contract with the Company or its Affiliates to cease to
    work with the Company or its Affiliates.



 



    b. It is expressly understood and agreed that although
    Executive and the Company consider the restrictions contained in
    this Section 8 to be reasonable, if a final judicial
    determination is made by a court of competent jurisdiction that
    the time or territory or any other restriction contained in this
    Agreement is an unenforceable restriction against Executive, the
    provisions of this Agreement shall not be rendered void but
    shall be deemed amended to apply as to such maximum time and
    territory and to such maximum extent as such court may
    judicially determine or indicate to be enforceable.
    Alternatively, if any court of competent jurisdiction finds that
    any restriction contained in this Agreement is unenforceable,
    and such restriction cannot be amended so as to make it
    enforceable, such finding shall not affect the enforceability of
    any of the other restrictions contained herein.



 



    c. Prior to the commencement thereof, Executive will
    provide written notice to the Company of any employment or other
    activity that would potentially violate the provisions of
    Sections 7 or 8 and, if Executive wishes to do so,
    Executive may ask the Board to modify or waive the protections
    of this Section 8, but nothing in this Agreement shall
    limit in any manner the Board’s absolute discretion not to
    do so.



 



    9. Enforcement of Promises Concerning the Protection of
    the Company’s Confidential Information and Goodwill.
      Executive acknowledges and agrees that the
    Company’s remedies at law for a breach or threatened breach
    of any of the provisions of Section 7 or Section 8
    would be inadequate and the Company would suffer irreparable
    damages as a result of such breach or threatened breach. In
    recognition of this fact, Executive agrees that, in the event of
    such a breach in or threatened breach, in addition to any
    remedies at law, the Company, without posting any bond, shall be
    entitled to obtain equitable relief in the form of specific
    performance, temporary restraining order, temporary or permanent
    injunction or any other equitable remedy which may then be
    available. In addition, and without limiting the Company’s
    ability to obtain such equitable relief, Executive shall not be
    entitled




    

    10








 






    to any Change In Control Payment if Executive materially
    violates the provisions of Sections 7 or 8 and, to the
    extent that such payments have already been made, Executive
    shall repay all Change In Control Payments immediately upon
    demand by the Company.



 



    10. Section 409A Acknowledgement and
    Release.   Executive understands that payments
    under this Agreement are potentially subject to
    Section 409A of the Code and that if this Agreement does
    not satisfy an exception to Code Section 409A or does not
    comply with the requirements of Section 409A and the
    applicable guidance thereunder, then Executive may incur adverse
    tax consequences under Section 409A. Executive acknowledges
    and agrees that (a) Executive is solely responsible for all
    obligations arising as a result of the tax consequences
    associated with payments under this Agreement including, without
    limitation, any taxes, interest or penalties associated with
    Section 409A, (b) Executive is not relying upon any
    written or oral statement or representation by the Company or
    any Affiliate thereof, or any of their respective employees,
    directors, officers, attorneys or agents (collectively, the
    “Company Parties”) regarding the tax
    effects associated with the execution of this Agreement and the
    payment under this Agreement, and (c) in deciding to enter
    into this Agreement, Executive is relying on his or her own
    judgment and the judgment of the professionals of his or her
    choice with whom Executive has consulted. Executive hereby
    releases, acquits and forever discharges the Company Parties
    from all actions, causes of actions, suits, debts, obligations,
    liabilities, claims, damages, losses, costs and expenses of any
    nature whatsoever, known or unknown, on account of, arising out
    of, or in any way related to the tax effects associated with the
    execution of this Agreement and any payment hereunder.



 



    11. Miscellaneous.



 



    a. Governing Law; Jurisdiction;
    Venue.  This Agreement shall be governed by and
    construed in accordance with the laws of the State of Texas,
    without regard to conflicts of laws principles thereof. Any
    action concerning or relating to this Agreement shall be filed
    only in the federal and state courts sitting in Dallas County,
    Texas.



 



    b. Entire Agreement; Amendments.  This
    Agreement contains the entire understanding of the parties with
    respect to any Change In Control or the subject matter of this
    Agreement, provided however, that the effects of a change in
    control pursuant to the Long-Term Incentive Award Agreements
    shall be governed by the terms of such agreements and shall not
    be affected by this Agreement.



 



    c. No Waiver.  The failure of a party to
    insist upon strict adherence to any term of this Agreement, or
    any term of any agreement with any other employee, on any
    occasion shall not be considered a waiver of such party’s
    rights or deprive such party of the right thereafter to insist
    upon strict adherence to that term or any other term of this
    Agreement.



 



    d. Severability.  In the event that any
    one or more of the provisions of this Agreement shall be or
    become invalid, illegal or unenforceable in any respect, the
    validity, legality and enforceability of the remaining
    provisions of this Agreement shall not be affected thereby.



 



    e. Assignment.  This Agreement, and all of
    Executive’s rights and duties hereunder, shall not be
    assignable or delegable by Executive. Any purported assignment
    or delegation by Executive in violation of the foregoing shall
    be null and void ab initio and of no force and effect. This
    Agreement may be assigned, in whole or in part, by the Company
    to a Person which is an Affiliate or a successor in interest to
    all or a substantial part of the business operations of the
    Company. Upon such assignment, the rights and obligations of the
    Company hereunder shall become the rights and obligations of
    such Affiliate or successor Person.



 



    f. Successors; Binding Agreement.  This
    Agreement shall inure to the benefit of and be binding upon
    personal or legal representatives, executors, administrators,
    successors, heirs, distributees, devisees and legatees.



 



    g. Notice.  For the purpose of this
    Agreement, notices and all other communications provided for in
    the Agreement shall be in writing and shall be deemed to have
    been duly given when delivered by hand or overnight courier or
    three days after it has been mailed by United States registered
    mail, return receipt requested, postage prepaid, addressed to
    the respective addresses set forth below in this Agreement, or
    to such other address as either party may have furnished to the
    other in writing in accordance herewith, except that notice of
    change of address shall be effective only upon receipt.




    

    11








 






    If to the Company:



 



    1601 West LBJ Freeway




    Dallas, TX
    75234-6034




    Attention: General Counsel



 



    If to Executive:



 



    Executive’s home address as set forth in the personnel
    records of the Company



 



    h. Cooperation.  Executive shall provide
    Executive’s reasonable cooperation in connection with any
    action or proceeding (or any appeal from any action or
    proceeding) which relates to events occurring during
    Executive’s employment hereunder.



 



    i. Withholding Taxes.  The Company may
    withhold from any amounts payable under this Agreement such
    Federal, state and local taxes as may be required to be withheld
    pursuant to any applicable law or regulation.



 



    j. Counterparts.  This 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.



 



    k. Survival.  The provisions of
    Sections 1 and 7 through 9 of this Agreement shall survive
    the termination of this Agreement.




    

    12








 






    IN WITNESS WHEREOF, the parties hereto have duly executed this
    Agreement as of the day and year first above written.



 


	 	 	 	 	 	 	 
	
    EXECUTIVE:
    
	
 
	
    Celanese Corporation:

	 

	

    By:


	
 
	
    /s/  Christopher
    W. Jensen

	
 
	
    By:
	
 
	
    /s/  Kevin
    J. Rogan


	
 
	
 
	
    

	
 
	
 
	
 
	
    


	
 
	
 
	
    Christopher W. Jensen
	
 
	
 
	
 
	
 









 


	 	 	 	 	 	 	 
	

    Date:


	
 
	
    05/09/2008
	
 
	
    Date:
	
 
	
    05/09/2008

	
 
	
 
	
    

	
 
	
 
	
 
	
    











    

    13








 





 




    EXHIBIT A



 




    FORM OF
    GENERAL RELEASE AGREEMENT

    



 




    AGREEMENT
    AND GENERAL RELEASE



 



    Celanese Corporation and its Affiliates (the
    “Company”), 1601 West LBJ Freeway, Dallas, Texas
    75234 and Christopher W. Jensen, his or her heirs, executors,
    administrators, successors, and assigns (“Executive”),
    enter into this Agreement and General Release (the
    “Release”) and agree as follows:



 



    1. Last Day of Employment (Separation
    Date).  The last day of employment with the
    Company is [Insert Date] (the “Separation Date”).



 



    2. Consideration.  In consideration
    for signing this Release and compliance with the promises made
    herein, Company and Executive agree:



 



    a. Change In Control Payment.  The
    Company will pay the Change In Control Payment, as defined in
    the Change In Control Agreement between the Company and
    Executive dated on or about April 1, 2008 (the “CIC
    Agreement”)
    1
    and provide the reimbursements set forth in the CIC Agreement.
    Executive agrees that such payments are the exclusive payments
    due to Executive arising out of the separation of
    Executive’s employment.



 



    b. Unused Vacation.  The Company
    will pay to Executive wages for prorated unused vacation as of
    the Separation Date.



 



    c. Benefits.  The Executive shall
    be entitled to elect to continue group health and dental
    coverage under COBRA and shall be reimbursed for such premiums
    as provided in the CIC Agreement. Executive’s rights in any
    other employee benefit plans of the Company will be as provided
    in the relevant plan documents.



 



    3. No Consideration Absent Execution of this
    Agreement.  Executive understands and agrees
    that he/she
    would not receive the consideration specified in Paragraph
    “2” above, unless the Executive signs this Agreement
    and General Release on the signature page without having revoked
    this Release pursuant to paragraph 14 below and the
    fulfillment of the promises contained herein.



 



    4. General Release of
    Claims.  Executive knowingly and voluntarily
    releases and forever discharges the Company and its Affiliates,
    together with its predecessors, successors and assigns and the
    current and former employees, officers, directors and agents
    thereof (collectively, the “Released Parties”), of and
    from any and all claims, known and unknown, asserted and
    unasserted, Executive has or may have as of the date of
    execution of this Release to the full extent permitted by law,
    in all countries and jurisdictions in which the Released Parties
    conduct their respective business, including but not limited to
    the United States of America.



 



    5. Executive acknowledges and agrees that
    he/she has
    been paid all amounts owed to Executive as compensation, whether
    in the form of salary, bonus, equity compensation, benefits or
    otherwise. The release in Section 4 of this Release
    includes, but is not limited to, any alleged violation of the
    following, as may be amended or in effect:



 



    (a) any action arising under or relating to any federal or
    state statute or local ordinance, such as:



 


			
	 	    • 
	
    Title VII of the Civil Rights Act of 1964;

	 
	 	    • 
	
    The Civil Rights Act of 1991;

	 
	 	    • 
	
    Sections 1981 through 1988 of Title 42 of the United
    States Code;

	 
	 	    • 
	
    The Employee Retirement Income Security Act of 1974;

	 
	 	    • 
	
    The Immigration Reform and Control Act;

	 
	 	    • 
	
    The Family and Medical Leave Act;

	 
	 	    • 
	
    The Americans with Disabilities Act of 1990;

	 
	 	    • 
	
    The Age Discrimination in Employment Act of 1967;

	 
	 	    • 
	
    The Workers Adjustment and Retraining Notification Act;



 

 


    1 All
    capitalized terms shall have the same meaning as set forth in
    the CIC Agreement, unless otherwise stated.




    

    14








 





 


			
	 	    • 
	
    The Occupational Safety and Health Act;

	 
	 	    • 
	
    The Sarbanes-Oxley Act of 2002;

	 
	 	    • 
	
    The Texas Commission on Human Rights Act;

	 
	 	    • 
	
    The Texas Minimum Wage Law;

	 
	 	    • 
	
    Equal Pay Law for Texas; and

	 
	 	    • 
	
    The Vocational Rehabilitation Act.




 



    (b) any other national, federal, state, province, or local
    civil or human rights law, or any other local, state, province,
    national 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;



 



    (c) any action under public policy, contract, tort, common
    law or equity, including, but not limited to, claims based on
    alleged breach of an obligation or duty arising in contract or
    tort, such as breach of contract, fraud, quantum meruit,
    invasion of privacy, wrongful discharge, defamation, infliction
    of emotional distress, assault, battery, malicious prosecution,
    false imprisonment, harassment, negligence, gross negligence,
    and strict liability;



 



    (d) any claim for lost, unpaid, or unequal wages, salary,
    or benefits, including, without limitation, any claim under the
    Fair Labor Standards Act, the Employee Retirement Income
    Security Act, the Equal Pay Act, the Texas Minimum Wage Law, the
    Texas Equal Pay Law, or any other local, state, or federal
    statute concerning classifications, wages, salary, or benefits,
    including calculations and deductions relating to same, as well
    as the employment, labor and benefits laws and regulations in
    all countries in addition to the United States of America,
    including but not limited to the United Kingdom and the Federal
    Republic of Germany; and



 



    (e) any other claim regardless of the forum in which it
    might be brought, if any, which Executive has, might have, or
    might claim to have against any of the Released Parties, for any
    and all injuries, harm, damages, wages, benefits, salary,
    reimbursements, penalties, costs, losses, expenses,
    attorneys’ fees,
    and/or
    liability or other detriment, if any, whatsoever and whenever
    incurred, suffered, or claimed by the Executive.



 



    6. Affirmations.  Executive affirms
    that he/she
    has not filed, caused to be filed, or presently is a party to
    any claim, complaint, or action against the Released Parties in
    any forum or form, provided that this Release shall not affect
    the rights or responsibilities of the Equal Employment
    Opportunity Commission, or any other federal, state, or local
    authority with similar responsibilities (collectively, the
    “Commission”) to enforce any employment discrimination
    law, and that this Release shall not shall affect the right of
    Executive to file a charge of discrimination with the Commission
    or participate in any investigation. However, Executive waives
    any right to participate in any payment or benefit arising from
    any such charge, claim, or investigation.



 



    Executive further affirms that
    he/she 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/she may
    be entitled and that no other leave (paid or unpaid),
    compensation, wages, bonuses, commissions
    and/or
    benefits are due to him/her, except as provided specifically in
    this Release. Executive furthermore affirms that
    he/she 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.



 



    Executive reaffirms that he or she will comply fully with
    Sections 7 through 9 of the CIC Agreement and that, if he
    or she violates such provisions, all consideration paid
    hereunder will be immediately due and payable back to the
    Company.



 



    7. Governing Law and
    Interpretation.  This 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 Executive or Company breaches any provision of
    this Release, Executive and Company affirm that either may
    institute an action to specifically enforce any term or terms of
    this Release. Should any provision of this 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 Release in full force
    and effect.




    

    15








 






    8. Non-admission of
    Wrongdoing.  The parties agree that neither
    this Release nor the furnishing of the consideration for this
    Release shall be deemed or construed at anytime for any purpose
    as an admission by Company of any liability or unlawful conduct
    of any kind.



 



    9. Neutral Reference.  If contacted
    by another organization, the Company will only provide dates of
    employment and position.



 



    10. Non-Disparagement.  Executive
    agrees not to disparage, or make disparaging remarks or send any
    disparaging communications concerning, the Company, its
    reputation, its business,
    and/or its
    directors, officers and managers. Likewise the Company’s
    senior management agrees not to disparage, or make any
    disparaging remark or send any disparaging communication
    concerning Executive, his reputation
    and/or his
    business.



 



    11. Future Cooperation after Separation
    Date.  After separation, Executive 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 Executive 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 Executive within 30 days of remittance by
    Executive to the Company of such time and expenses incurred, but
    in no event later than the end of the Executive’s tax year
    following the tax year in which the Executive 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 Executive’s tax year will
    not affect the expenses eligible for reimbursement in any other
    tax year.



 



    12. Injunctive Relief.  Executive
    agrees and acknowledges that the Company will be irreparably
    harmed by any breach, or threatened breach by him/her of this
    Agreement and that monetary damages would be grossly inadequate.
    Accordingly,
    he/she
    agrees that in the event of a breach, or threatened breach by
    him/her of this Agreement the Company 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.



 



    13. Review Period.  Executive is
    hereby advised
    he/she has
    until [Insert Date], twenty-one (21) calendar days, to
    review this Release and to consult with an attorney prior to
    execution of this Release. Executive agrees that any
    modifications, material or otherwise, made to this Release do
    not restart or affect in any manner the original twenty-one
    (21) calendar day consideration period.



 



    14. Revocation Period and Effective
    Date.  In the event that Executive elects to
    sign and return to the Company a copy of this Agreement,
    he/she has a
    period of seven (7) days (the “Revocation
    Period”) following the date of such execution to revoke
    this Release, after which time this agreement will become
    effective (the “Effective Date”) if not previously
    revoked. In order for the revocation to be effective, written
    notice must be received by the Company no later than close of
    business on the seventh day after the Executive signs this
    Release at which time the Revocation Period shall expire.



 



    15. Amendment.  This Release may
    not be modified, altered or changed except upon express written
    consent of both parties wherein specific reference is made to
    this Release.



 



    16. Entire Agreement.  This Release
    sets forth the entire agreement between the parties hereto, and
    fully supersedes any prior obligation of the Company to the
    Executive. Executive acknowledges that
    he/she has
    not relied on any representations, promises, or agreements of
    any kind made to him/her in connection with
    his/her
    decision to accept this Release, except for those set forth in
    this Release.



 



    17. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL
    RELEASE, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND
    BENEFITS IN SECTION 2 ABOVE, EXECUTIVE FREELY AND
    KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS RELEASE
    INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE/SHE HAS OR
    MIGHT HAVE AGAINST COMPANY.




    

    16








 





 



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



 


	 	 	 
	
    EXECUTIVE:
    
	
 
	
    Celanese Corporation:

	 

	

    By: ­
    ­


	
 
	

    By: ­
    ­



	

        Christopher W. Jensen


	
 
	
 

	
 
	
 
	
 

	

    Date: ­
    ­


	
 
	

    Date: ­
    ­












    

    17








 







    EXHIBIT B



 




    [List
    of Works]




    

    18