exv10w8






Exhibit 10.8









CELANESE CORPORATION




LONG-TERM INCENTIVE CASH AWARD AGREEMENT

DATED <DATE>




<NAME>



You have been granted a Long-Term Incentive Award, payable in Cash, pursuant to the terms and

conditions of this award agreement:




LTI Cash Award




<$AMOUNT>



This
grant is made pursuant to the Cash 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




LONG-TERM INCENTIVE CASH AWARD AGREEMENT




     This Long-Term Incentive Cash 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 <GRANTEE> (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. LTI Cash Award: In order to encourage the Participant’s contribution to the
successful performance of the Company, the Company hereby grants to the Participant as of the Grant
Date, pursuant to the terms of this Agreement, a Long Term-Incentive Cash Award in the gross amount
of <TOTAL AWARD> (the “Cash Award”). The Participant hereby acknowledges and accepts such
Cash Award upon the 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 of this Agreement, a
portion of the total Cash Award shall vest and become payable to the Participant on each date set
forth below (each such date, a “Vesting Date”) according to the following schedule:



	 	 	 
	Vesting Date	 	Vested Cash Award Amount
	 	 	 
	<DATE>
	 	<$AMOUNT>
	 	 	 
	<DATE>
	 	<$AMOUNT>
	 	 	 
	<DATE>
	 	<$AMOUNT>






     3. Effects of Certain Events:




     (a) Upon the termination of the Participant’s employment by the Company without Cause
or due to the Participant’s death or Disability, a prorated portion of the Cash Award will
vest in an amount equal to (i) the total Cash Award granted hereunder, multiplied by (ii) 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 30, such product to be
rounded up to the nearest whole number (the “Prorated Amount”). Upon such termination, the
Prorated Amount, less any portion of the Cash Award previously vested and paid to the
Participant prior to the date of termination, shall be paid to the Participant within thirty
(30) days following the Participant’s date of termination. The remaining portion of the
Cash Award shall be forfeited and cancelled without consideration.




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



     4. Payment of Cash Award: Subject to Sections 3 and 7 of this Agreement, the vested
portion of the Cash Award shall be payable to the Participant within thirty days (30) days
following the applicable Vesting Date. The vested portion of the Cash Award will be paid in the
local currency (to be calculated as of the applicable Vesting Date using the exchange rate
information available on the



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Company’s corporate accounting intranet portal) of the country in which the Participant is
employed and receives all other forms of remuneration as of such Vesting Date.




     5. Conversion of Cash Award: The Committee may, in its sole discretion, at any time
convert all or any portion of the Cash Award into an award of time-vesting restricted stock units
(“RSUs”). If the Committee determines to convert the Cash Award:




     (a) The unvested portion of the Cash Award shall be cancelled and converted into an
award of 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 otherwise applicable to the Cash Award.




     (b) The Company and the Participant will enter into a new RSU award agreement governing
the award of RSUs and the provisions of this Agreement shall no longer apply to the portion
of the Cash Award so converted.




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



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



     7. 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 portion of the Cash Award
that has not previously been forfeited or converted:




     (a) If (i) the Participant’s rights to the unvested portion of the Cash Award are 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 unvested portion of the Cash Award
(or, as applicable, the substitute award) shall immediately vest and be paid in full as soon
as reasonably practicable following the date of termination, but in no event later than
March 15 of the year following the year in which such termination of employment occurs.




     (b) If the Participant’s right to the unvested portion of the Cash Award is adversely
affected in connection with the Change in Control and a substitute award is not made
pursuant to Section 7(a) above, then upon the occurrence of a Change in Control, the
unvested portion of the Cash Award shall immediately vest and be paid
in full to the
Participant within thirty (30) days following the Change in Control.



     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 to the
Participant pursuant to 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.



     9. Non-Transferability of Award: The Cash Award may not be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by the Participant other 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 or any affiliate;



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provided, that the Participant may designate a beneficiary, on a form provided by the Company,
to receive any portion of the Cash Award payable hereunder following the Participant’s death.




     10. Other Agreements: Subject to sections 10(a) and 10(b) of this Agreement, 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 the receipt of the Cash Award,
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, 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.




     (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 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 in connection with the 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 purposes of this
Agreement.



     14. Binding Effect: The Cash 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 its subsidiaries, and the Cash Award via the Company’s web site or other means of
electronic delivery.



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



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     17. Validity of Agreement: This Agreement shall be valid, binding and effective upon
the Company on the Grant Date. However, the Cash Award 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
<DEADLINE DATE>.



     18. 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.



     19. Definitions: The following terms shall have the following meanings for purposes
of this Agreement:




     (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 provisions applicable to the Participant under the
Long-Term Incentive Claw-Back Agreement 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)  “Disability” has the same meaning as “Disability” in the Celanese Corporation
Deferred Compensation Plan or such other meaning as determined by the Committee in its sole
discretion.



     (d)  “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.


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




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	 	PARTICIPANT

 	 
	 	By:  	 	 
	 	 	Name: <NAME>
	 	 	Employee ID: <NUMBER>
	 
	 	Date:  	 	 
	 




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Schedule I

     The
Company entered into a Long-Term Incentive Cash Award Agreement with
Gjon N. Nivica, Jr. with the following terms:




	 	 	 	 	 
	Date	 	Amount
of Cash Award	 	Vesting Provisions
	April 23, 2009	 	$450,000	 	$135,000 on October 14, 2009
	 
	 	 	 	 	$135,000 on October 14, 2010
	 
	 	 	 	 	$180,000 on October 14, 2011