ex10_3.htm

EXHIBIT 10.3

    


    
 

    
      CELANESE
CORPORATION

      


      


      2008
LONG-TERM INCENTIVE CASH AWARD AGREEMENT

      DATED
[Grant Date]

      


      


      [Participant
Name]

      


      


      You have
been granted a Long-Term Incentive Award delivered in the form of a Cash Award,
issued pursuant to the terms and conditions of this award
agreement:

      


      


      2008
LTI Cash Award

      


      [Cash
Award Value]

      


      


      


      This
grant is made pursuant to the Cash Award Agreement dated as of [Grant Date]
between Celanese and you, which Agreement is attached hereto and made a part
hereof.


      
        
          
             

          

           


        

        
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      CELANESE
CORPORATION

      


       

      2008
LONG-TERM INCENTIVE CASH AWARD AGREEMENT

       

      


      This 2008 Long-Term Incentive Cash
Award Agreement (hereinafter called the “Agreement”) is made and entered into
effective as of [Grant Date] (the “Grant Date”) by and between Celanese
Corporation, a Delaware corporation (“Celanese” or the “Company”) and [Participant Name] (the
“Participant”), when fully executed thereby in accordance with the terms of this
Agreement.

       

      1. 2008 LTI
Cash Award:  In order to encourage Participant’s contribution
to the successful performance of the Company, Celanese hereby grants to
Participant as of the Grant Date, pursuant to the terms of this Agreement, a
Long Term-Incentive Cash Award in the gross amount of [Cash Award Value] (the
“Cash Award” or “Award”).  Participant hereby acknowledges and accepts
such Award upon such terms and subject to such performance requirements and
other conditions, restrictions and limitations contained in this
Agreement.

       

      2. Time-Based
Vesting:  Subject to Section 3 and Section 7 below, the Cash
Award shall vest and become payable to the Participant on each date set forth
below (each such date being referred to as a “Vesting Date”) according to the
following schedule:

      


      
        
          
            
              	
                      Vesting
      Date

                    	
                      Vested
      Cash Award Amount

                    
	
                      [1ST
      Vesting Date]

                    	
                      [1ST
      Vesting - 30% of Total]

                    
	
                      [2ND
      Vesting Date]

                    	
                      [2ND
      Vesting - 30% of Total]

                    
	
                      [3RD
      Vesting Date]

                    	
                      [3RD
      Vesting - 40% of
Total]

                    


            

          

        

      

       

      


      3. Effects
of Certain Events:

       

      (a) In the
event that any time prior to a Vesting Date, the Participant’s employment with
the Company is terminated by reason of death, Total Disability or is terminated
by the Company without Cause, then a prorated amount of the Cash Award shall
immediately become vested in an amount equal to the product of (1) the total
Cash Award granted hereunder, multiplied by (2) a fraction, the numerator of
which is the number of complete calendar months between the Grant Date and the
Date of Termination, and the denominator of which is thirty-four (34), such
product to be rounded down to the nearest whole number (the “Prorated Amount”).
 Upon such termination, the Prorated Amount, less any Cash Award amount
previously vested and paid to the Participant before the Date of Termination,
shall immediately be paid to the Participant (or, if applicable, his or her
beneficiary) as soon as reasonably practicable following such termination of
employment, and in no event later than March 15 of the year following the year
in which such termination of employment occurs.

      


      (b) Upon the
termination of a Participant’s employment with the Company for any other reason,
the unvested Cash Award shall be forfeited and cancelled without
consideration.

      


      


      
        
           

        

        
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      4. Payment
of Cash Award:  Subject to Sections 3(a) and 7 of this
Agreement, the vested Cash Award shall be payable to the Participant within
thirty days (30) days after the Vesting Date.  The amount of the
vested Cash Award will be paid in local currency in the country where the
Participant is employed and receives all other forms of remuneration at the time
of each Vesting Date.

      


      5. Conversion
of Cash Award:    In its sole discretion, the
Compensation Committee of the Company’s board of directors (the “Committee”) may
at any time convert all or a portion of the Cash Award to an award of
time-vesting restricted stock units (“RSUs”).

      


      (a) If the
Committee determines to convert a Cash Award, all of the unvested portion of
such Cash Award shall be cancelled and converted into time-vesting RSUs
entitling the Participant to receive (upon vesting in full) an aggregate number
of Common Shares equal to the Unvested Cash Award Value divided by the Fair
Market Value of one Common Share on the date of conversion.  The RSUs
shall vest on the same schedule applicable to the Cash Award.

      


      (b) In the
event of a conversion, the provisions of this Agreement shall no longer
apply.  Rather, the new award shall be governed by a separate RSU
award agreement.

      


      (c) The
Committee shall provide the Participant with prompt written notice of any
conversion of such Participant’s Cash Award into RSUs.

      


      6. Rights as
a Stockholder:  The Participant shall have no rights as a
stockholder with respect to the Cash Award.

      


      7. Change in
Control:  Notwithstanding any other provision of the Agreement
to the contrary, upon the occurrence of a Change in Control, with respect to the
Cash Award granted pursuant to this Agreement that has not previously been
forfeited or converted:

      


      (a) If the
unvested Cash Award is assumed by the Participant’s new employer in connection
with the Change in Control, or a substitute award with the equivalent (or
greater) economic value and no less favorable vesting conditions is put in place
effective upon the Change in Control, the Cash Award (or as applicable, the
substitute award) shall continue to be subject to the vesting and payment
conditions provided herein, provided that if the Participant’s employment is
terminated without Cause following the Change in Control, the Cash Award (or, as
applicable, the substitute award) shall immediately vest and shall be paid in
full as soon as reasonably practicable following such termination of employment,
and in no event later than March 15 of the year following the year in which such
termination of employment occurs.

      


      (b) If the
Cash Award is not assumed, or a substitute award is not made pursuant to Section
7(a) above, then upon the Change of Control the Cash Award granted herein shall
immediately become vested and payable to the Participant within thirty (30) days
after the Change in Control occurs.

      


      8. Income
Taxes:  To the extent required by applicable Federal, state,
local or foreign law, the Company shall have the right to withhold and deduct
from the payments due under the Cash Award, amounts that would otherwise be
delivered pursuant hereto for the payment of taxes or other amounts required by
law and to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for withholding of such taxes.

      


      
        
           

        

        
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      9. Non-Transferability
of Award:  The Cash Award may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated by the Participant
other than by will or the laws of descent and
distribution.  Notwithstanding the foregoing, the Participant may
designate a beneficiary on a form provided by the Company, with such beneficiary
to receive any Cash Award payable hereunder following the Participant’s
death.

      


      10. Other
Agreements:  Subject to sections 10(a) and 10(b) below, this
Agreement constitutes the entire understanding between the Participant and the
Company regarding the Cash Award, and any prior agreements, commitments or
negotiations concerning the Cash Award are superseded.

      


      (a) The
Participant acknowledges that as a condition to receipt of the grant made
hereunder, the Participant shall have delivered to the Company an executed copy
of the Agreement and an executed Long-Term Incentive Claw-Back Agreement if a
current version of such Long-Term Incentive Claw-Back Agreement is not already
on file as determined by the Committee in its sole discretion.  For
purposes hereof, “Long-Term Incentive Claw-Back Agreement” means an agreement
between the Company and the Participant associated with the grant of long-term
incentives of the Company evidenced by the Award, which contains terms,
conditions and provisions regarding one or more of (i) competition by the
Participant with the Company; (ii) maintenance of confidentiality of the
Company’s and/or clients’ information; and (iii) such other matters deemed
necessary, desirable or appropriate by the Company for such an agreement in view
of the rights and benefits conveyed in connection with the Award.

      


      (b) The Cash
Award (including the terms described herein) is subject to the provisions of
this Agreement and, if the Participant is outside the U.S., there may be an
addendum containing special terms and conditions applicable to awards in the
Participant’s country.  The issuance of the Cash Award to any such
Participant is contingent upon the Participant executing and returning any such
addendum in the manner directed by the Company.

      


      11. Not a
Contract for Employment; No Acquired Rights:  Nothing in this
Agreement or any other instrument executed pursuant to this Cash Award shall
confer upon the Participant any right to continue in the Company’s employ or
service, or any right to future awards, nor limit in any way the Company’s right
to terminate the Participant’s employment or other service at any time for any
reason.

      


      12. Severability:  In
the event that any provision of the Agreement is declared to be illegal, invalid
or otherwise unenforceable by a court of competent jurisdiction, such provision
shall be reformed, if possible, to the extent necessary to render it legal,
valid and enforceable, or otherwise deleted, and the remainder of this Agreement
shall not be affected except to the extent necessary to reform or delete such
illegal, invalid or unenforceable provision.

      


      13. Further
Assurances:  Each party shall cooperate and take such action as
may be reasonably requested by another party in order to carry out the
provisions and purpose of this Agreement.

      


      14. Binding
Effect:  The Award and this Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective permitted
heirs, beneficiaries, successors and assigns.

      


      15. Electronic
Delivery:  By executing the Agreement, the Participant hereby
consents to the delivery of any and all information (including, without
limitation, information required to be delivered to the Participant pursuant to
applicable laws), in whole or in part, regarding the Company and the
Subsidiaries, and the Cash Award via the Company’s web site or other electronic
delivery.

      


      
        
           

        

        
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      16. Governing
Law:  The Award and this Agreement shall be interpreted and
construed in accordance with the laws of New York and applicable federal
law.

      


      17. Validity
of Agreement:  This Agreement shall be valid, binding and
effective upon the Company on the Grant Date.  However, the Cash Award
contained in this Agreement shall be forfeited by the Participant and this
Agreement shall have no force and effect if it is not duly executed by the
Participant on or before [Acceptance Date].

      


      18. Definitions:  The
following terms shall have the following meanings for purposes of this
Agreement, notwithstanding any contrary definition in the Plan:

      


      (a)  “Cause” means (i) the
Participant’s willful failure to perform the Participant’s duties to the Company
(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
Participant 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) the Participant’s willful malfeasance or
willful misconduct which is demonstrably injurious to the Company or its
Affiliates, (iv) any act of fraud by the Participant, (v) any material violation
of the Company’s business conduct policy, (vi) any material violation of the
Company’s policies concerning harassment or discrimination, (vii) the
Participant’s conduct that causes material harm to the business reputation of
the Company or its Affiliates, or (viii) the Participant’s breach of any
confidentiality, intellectual property, non-competition or non-solicitation)
applicable to the Participant under Section 7 or any other agreement between the
Participant and the Company or an Affiliate.

      


      (b) “Change in Control” shall
mean, in accordance with Treasury Regulation Section 1.409A-3(i)(5), any of the
following:

       

      (i)           any
one person, or more than one person acting as a group, acquires ownership of
stock of the Company that, together with stock held by such person or group,
constitutes more than 50% of the total voting power of the stock of the Company;
or

       

      (ii)           a
majority of members of the Board is replaced during any 12-month period by
directors whose appointment or election is not endorsed by a majority of the
members of the Board prior to the date of the appointment or election;
or

       

      (iii)           any
one person, or more than one person acting as a group, acquires (or has acquired
during the 12-month period ending on the date of the most recent acquisition by
such person or persons) assets from the Company that have a total gross fair
market value equal to 50% or more of all of the assets of the Company
immediately prior to such acquisition or acquisitions.

       

      (c) “Common Share” means a share
of the Company’s Series A common stock.

      


      (d) “Date of Termination” means,
in accordance with the definition of “separation from service” in the Celanese
Corporation Deferred Compensation Plan, the date on which the Participant’s
employment terminates such that the Company anticipates no further services will
be performed by the Participant for the Company (or any services are
reduced by 80% or more).

      


      (e) “Effective Date” means [Grant
Date].

      


      (f) “Fair Market Value” means, as
of any given date, the average of the high and low closing sales prices of the
Common Shares on the New York Stock Exchange Composite Tape or, if not listed on
such exchange, on any other national securities exchange on which the Common
Shares are listed, in any case, as reporting in such source as the Committee
shall select.  If there is no regular public trading market for such
Common Shares, the Fair Market Value of the Common Shares shall be determined by
the Committee in good faith.

      


      (g) “Person” means any person,
firm, partnership, joint venture, association, corporation or other business
organization, entity or enterprise whatsoever.

      


      (h) “Total Disability” has
the same meaning as “Disability” in the Celanese Corporation Deferred
Compensation Plan.

      


      
        
           

        

        
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      (i) “Unvested Cash Award Value”
means the aggregate dollar amount payable in respect of the portion of such Cash
Award which has not previously been paid to the Participant.

      


      This 2008
Long-Term Incentive Cash Award Agreement dated December 11, 2008 has been
delivered to Participant pursuant to such action approved by the Committee on
the Grant Date and can be accepted only by the signature of the Participant and
timely delivery thereof to the Company in accordance with the terms of this
Agreement.

      


      IN
WITNESS WHEREOF, this Award Agreement has been executed and delivered by the
parties hereto.

      


      ACCEPTED AND
AGREED:                                                                           PARTICIPANT

      


      


      By:

       

       

      Name:
[Participant Name]

       

      Employee
ID: [Personnel Number]

       

      


       

      


      Date:


      
        
          
             

          

           


        

        
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