exv10w7







Exhibit 10.7









CELANESE CORPORATION

2009 GLOBAL INCENTIVE PLAN




NONQUALIFIED STOCK OPTION AWARD DATED <DATE>




<NAME>




Pursuant to the terms and conditions of the Celanese Corporation 2009 Global Incentive Plan, you
have 
 been awarded Nonqualified Stock Options with respect to Celanese Common Stock, subject to the

restrictions described in this agreement:




Stock Option Award




<X> Shares




This grant is made pursuant to the Nonqualified Stock Option Award Agreement dated as of

<DATE> between Celanese and you, which Agreement is attached hereto and made a part hereof.




 









 





CELANESE CORPORATION

2009 GLOBAL INCENTIVE PLAN




NONQUALIFIED STOCK OPTION AWARD AGREEMENT




     This Nonqualified Stock Option Award Agreement (the “Agreement”) is made and entered into
effect as of <DATE> (the “Grant Date”) by and between Celanese Corporation, a Delaware
corporation (the “Company”) and <NAME> (the “Participant”). Capitalized terms used,
but not otherwise defined, herein shall have the meanings ascribed to such terms in the Celanese
Corporation 2009 Global Incentive Plan (as amended from time to time, the “2009 Plan”).



     1. Grant of Option: In order to encourage Participant’s contribution to the
successful performance of the Company, the Company hereby grants to Participant as of the Grant
Date, pursuant to the terms of the 2009 Plan and this Agreement, an award (the “Award”) of
nonqualified stock options (the “Option”) to purchase all or any part of the number of Common
Shares that are covered by such Option at the Exercise Price per share, in each case as specified
below. The Participant hereby acknowledges and accepts such Award upon the terms and subject to
the performance requirements and other conditions, restrictions and limitations contained in this
Agreement and the 2009 Plan.



	 	 	 	 	 
	Number of Common Shares Subject to Option	 	 	 	 
	 
	 	 	 	 
	Grant Date:

	 	 
	 
	 	 	 	 
	Exercise Price Per Share:

	 	 	 	 
	 
	 	 	 	 
	Expiration Date:

	 	 
	 
	 	 	 	 
	Vesting Schedule (each date on which a portion
of the Option vests and become exercisable, a
“Vesting Date”, and each period between the
Grant Date and a Vesting Date, a “Vesting
Period.”)

	 	 







     2. Non-Qualified Stock Option: The Option is not intended to be an incentive stock
option under Section 422 of the Code and this Agreement will be interpreted accordingly.



     3. Exercise of Option:




     (a) The Option shall not be exercisable as of the Grant Date. After the Grant Date, to
the extent not previously exercised, and subject to termination or acceleration as provided
in this Agreement or in the 2009 Plan, the Option shall be exercisable to the extent it
becomes vested, as described in this Agreement, to purchase up to that number of Common
Shares as set forth above, subject to the Participant’s continued employment with the
Company (except as set forth in Section 4(a) and 4(b) below). The vesting period and/or
exercisability of the Option may be adjusted by the Committee to reflect the decreased level
of employment during any period in which the Participant is on an approved leave of absence
or is employed on a less than full time basis.




     (b) To exercise the Option (or any part thereof), the Participant shall notify the
Company or its designated agent, as specified by the Company, and indicate both (i) the
number of whole shares of Common Stock the Participant wishes to purchase pursuant to such
stock option, and (ii) how the Participant wishes the shares of Common Stock to be
registered (i.e. — in the Participant’s name or in the Participant’s and the Participant’s
spouse’s name as community property or as joint tenants with rights of survivorship).



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     (c) The exercise price (the “Exercise Price”) of the Option is set forth in Section 1.
The Company shall not be obligated to issue any Common Shares until Participant shall have
paid the total Exercise Price for that number of Common Shares. The Exercise Price may be
paid in any of the following forms, or in a combination thereof: (i) cash or its
equivalent, (ii) by means of tendering to the Company Common Shares owned by the
Participant, (iii) if there is a public market for the Common Shares at the time of
exercise, subject to such rules as may be established by the Committee, through delivery of
irrevocable instructions to a broker to sell the Common Shares otherwise deliverable upon
the exercise of the Option and deliver promptly to the Company an amount equal to the
aggregate Exercise Price, or (iv) any other method approved by the Committee.




     (d) Common Shares will be issued as soon as practical following exercise of the Option.
Notwithstanding the above, the Company shall not be obligated to deliver any Common Shares
during any period during which the Company determines that the exercisability of the Option
or the delivery of Common Shares pursuant to this Agreement would violate any federal, state
or other applicable laws.



     4. Effects of Certain Events:




     (a) Upon the termination of Participant’s employment by Company without Cause or due to
the Participant’s death or Disability, a prorated portion of the Option will vest in an
amount equal to (i) the unvested Option in each Vesting Period multiplied by (ii) a
fraction, the numerator of which is the number of complete calendar months from the Grant
Date to the date of termination, and the denominator of which is the number of full calendar
months in each applicable Vesting Period, such product to be rounded up to the nearest whole
number. The Participant (or the Participant’s estate, beneficiary or legal representative)
may exercise the vested portion of the Option until the earlier of (1) the twelve-month
anniversary of the date of such termination of employment and (2) the Expiration Date. The
remaining portion of the Option shall be forfeited and cancelled without consideration.




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



     5. Rights as a Stockholder: The Participant shall have no voting, dividend or other
rights as a stockholder with respect to the Award until the Options have been exercised and Common
Shares have been delivered pursuant to this Agreement.



     6. Change in Control: Notwithstanding any other provision of this Agreement to the
contrary, upon the occurrence of a Change in Control, with respect to any unexercised Options
granted pursuant to this Agreement that have not previously been forfeited:




     (a) If (i) the Participant’s rights to the unexercisable portion of the Option is not
adversely affected in connection with the Change in Control, or, if adversely affected, a
substitute award with an equivalent (or greater) economic value and no less favorable
vesting conditions is granted to the Participant upon the occurrence of a Change in Control,
and (ii) the Participant’s employment is terminated by the Company (or its successor)
without Cause following the Change in Control, then the unexercisable portion of the Option
(or, as applicable, the substitute award) shall immediately vest and become exercisable, and
shall remain exercisable for such period as specified by the Committee and communicated to
the Participant.




     (b) If the Participant’s rights to the unexercisable portion of the Option is adversely
affected in connection with the Change in Control and a substitute award is not made
pursuant to Section 6(a) above, then upon the occurrence of a Change in Control, the
unexercisable portion of



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the Option shall immediately vest and become exercisable, and shall remain exercisable
for such period as specified by the Committee and communicated to the Participant.



     7. Income Taxes: The Company shall not deliver Common Shares in respect of the
exercise of the Option unless and until the Participant has made arrangements satisfactory to the
Committee to satisfy applicable withholding tax obligations. Unless otherwise permitted by the
Committee, withholding shall be effected at the minimum statutory rates by withholding Common
Shares issuable in connection with the exercise of the Option. The Participant acknowledges that
the Company shall have the right to deduct any taxes required to be withheld by law in connection
with the delivery of Common Shares issued in respect to the exercise of the Option from any amounts
payable by it to the Participant (including, without limitation, future cash wages).



     8. Securities Laws: The Company may impose such restrictions, conditions or
limitations as it determines appropriate as to the timing and manner of any resales by the
Participant or other subsequent transfers by the Participant of any Common Shares issued as a
result of the exercise of the Option, including without limitation (a) restrictions under an
insider trading policy, and (b) restrictions as to the use of a specified brokerage firm for such
resales or other transfers. Upon the acquisition of any Common Shares pursuant to the exercise of
the Option, the Participant will make or enter into such written representations, warranties and
agreements as the Company may reasonably request in order to comply with applicable securities laws
or with this Agreement and the Plan. All accounts in which such Common Shares are held or any
certificates for Common Shares shall be subject to such stop transfer orders and other restrictions
as the Company may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock exchange or quotation system upon which the Common
Shares are then listed or quoted, and any applicable federal or state securities law, and the
Company may cause a legend or legends to be put on any such certificates (or other appropriate
restrictions and/or notations to be associated with any accounts in which such Common Shares are
held) to make appropriate reference to such restrictions.



     9. Non-Transferability of Award: The Option may not be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or
by the laws of descent and distribution, and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company;
provided, that the Participant may designate a beneficiary, on a form provided by the Company, to
receive any portion of the Award payable hereunder following the Participant’s death.



     10. Other Agreements: Subject to Sections 10(a) and 10(b) of this Agreement, this
Agreement and the 2009 Plan constitute the entire understanding between the Participant and the
Company regarding the Award, and any prior agreements, commitments or negotiations concerning the
Award are superseded.




     (a) The Participant acknowledges that as a condition to receipt of the grant made
pursuant to this Agreement, the Participant shall have delivered to the Company (x) an
executed copy of this Agreement and (y) an executed copy of the Long-Term Incentive
Claw-Back Agreement (if a current version of such Long-Term Incentive Claw-Back Agreement is
not already on file with the Company, 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, 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 an award.



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     (b) If the Participant is a non-resident of 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 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 the 2009 Plan, this
Agreement or any other instrument executed in connection with the Award shall confer upon the
Participant any right to continue in the Company’s employ or service nor limit in any way the
Company’s right to terminate the Participant’s employment at any time for any reason.



     12. Severability: In the event that any provision of this 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 either party hereto in order to carry out the provisions and purposes 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 this 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 securities laws), in whole or in part,
regarding the Company and its subsidiaries, the Plan, and the Award via the Company’s or plan
administrator’s web site or other electronic delivery.



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



     17. Option Subject to Plan: By entering into this Agreement the Participant agrees
and acknowledges that the Participant has received and read a copy of the 2009 Plan and the 2009
Plan’s prospectus. The Option and the Common Shares issued upon exercise of such Option are
subject to the 2009 Plan, which is hereby incorporated by reference. In the event of any conflict
between any term or provision of this Agreement and a term or provision of the 2009 Plan, the
applicable terms and provisions of the 2009 Plan shall govern and prevail.



     18. Validity of Agreement: This Agreement shall be valid, binding and effective upon
the Company on the Grant Date. However, the Option granted pursuant to 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 and delivered to the Company on or before <DATE>.



     19. Headings: The headings preceding the text of the sections hereof are inserted
solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall
they affect its meaning, construction or effect.



     20. 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



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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 the Long-Term
Incentive Claw-Back Agreement or any other agreement between the Participant and the
Company.



     (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) “Disability” has the same meaning as “Disability” in the Celanese Corporation 2008
Deferred Compensation Plan or such other meaning as determined by the Committee in its sole
discretion.



     IN WITNESS WHEREOF, this Agreement has been accepted and agreed to by the undersigned.



	 	 	 	 	 
	 	PARTICIPANT

 	 
	 	By:  	 	 
	 	 	Name:  <NAME>


	 	 	Employee ID: <NUMBER>


	 
	 	Date:  	 	 
	 




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Schedule I



     The
Company entered into a Non-Qualified Stock Option Award Agreement
with Gjon N. Nivica, Jr. with the following terms:





	 	 	 	 	 	 	 	 	 	 
	Date	 	Number of Options	 	Grant Date	 	     Exercise Price     	 	Expiration Date	 
	April
22, 2009

	 	100,000	 	April 22, 2009
	 	$17.17
	 	April 22, 2016