EX-10.28



 





CELANESE CORPORATION

2004 STOCK INCENTIVE PLAN




NONQUALIFIED STOCK OPTION AGREEMENT

(Non-Employee Director)




     THIS AGREEMENT, is made effective as of September 13, 2006 (the “Date of Grant”), between
Celanese Corporation (the “Company”) and Martin G. McGuinn (the “Participant”).



R E C I T A L S:




     WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby
incorporated by reference and made a part of this Agreement; and



     WHEREAS, the Compensation Committee (the “Committee”) has determined that it would be in the
best interests of the Company and its stockholders to grant the Option provided for herein to the
Participant pursuant to the Plan and the terms set forth herein;



     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
agree as follows:



     1. Definitions. Whenever the following terms are used in this Agreement, they shall have the
meanings set forth below. Capitalized terms not otherwise defined herein shall have the same
meanings as in the Plan.



     (a) Cause: Any of the following events: (i) the Participant’s willful failure to
perform 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 the Participant of such failure, (ii) commission of (x) a felony (other than traffic-related)
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)
Participant’s willful malfeasance or willful misconduct which is demonstrably injurious to the
Company, (iv) any act of fraud by the Participant or (v) the Participant’s breach of the provisions
of any confidentiality, noncompetition or nonsolicitation to which the Participant is subject.



     (b) Disability: The Participant becomes physically or mentally incapacitated and is
therefore unable for a period of six consecutive months or for an aggregate of nine months in any
24 consecutive month period to perform Participant’s duties.



     (c) Expiration Date: The tenth anniversary of the Date of Grant.



     (d) Plan: The Celanese Corporation 2004 Stock Incentive Plan, as from time to time
amended.



     (e) Vested Portion: At any time, the portion of the Option which has become vested, as
described in Section 3 of this Agreement.



 









 





     2. Grant of Option. The Company hereby grants to the Participant the right and option to
purchase, on the terms and conditions hereinafter set forth, 25,000 Shares of the Company (the
“Option”), subject to adjustment as set forth in the Plan. The exercise price of the Shares
subject to the Option shall be $18.11 per Share (the “Option Price”), subject to adjustment
as set forth in the Plan. The Option is intended to be a nonqualified stock option and is not
intended to be treated as an ISO that complies with Section 422 of the Code. The Option Price is no
less than the Fair Market Value of the Shares on the Date of the Grant.



     3. Vesting of the Option.



     (a) In General. Subject to the Participant’s continued Employment with the Company and
its Affiliates, the Option shall vest and become exercisable with respect to twenty-five percent
(25%) of the Shares subject to the Option on each of the first, second, third and fourth
anniversaries of the Date of the Grant.



     (b) Change in Control. Notwithstanding the foregoing, upon a Change in Control, the
Option shall, to the extent not previously cancelled or expired, immediately become 100% vested and
exercisable.



     (c) Termination of Employment. If the Participant’s Employment with the Company and
its Affiliates terminates for any reason, the Option, to the extent not then vested and
exercisable, shall be immediately canceled by the Company without consideration; provided,
however, that if the Participant’s Employment terminates due to the Participant’s death or
Disability, to the extent not previously cancelled or expired, the Option shall immediately become
vested and exercisable as to the Shares subject to the Option that would have otherwise vested and
become exercisable in the calendar year in which such termination of Employment occurs.



     4. Exercise of Option.



     (a) Period of Exercise. Subject to the provisions of the Plan and this Agreement, the
Participant may exercise all or any part of the Vested Portion of the Option at any time prior to
the Expiration Date. Notwithstanding the foregoing, if the Participant’s Employment terminates
prior to the Expiration Date, the Vested Portion of the Option shall remain exercisable for the
period set forth below:




     (i) Termination due to Death or Disability, Termination by the Company without Cause or
Termination by the Participant. If the Participant’s Employment with the Company and its
Affiliates is terminated (a) due to the Participant’s death or Disability, (b) by the Company
without Cause or (c) by the Participant, the Participant may exercise the Vested Portion of the
Option for a period ending on the earlier of (A) one year following the date of such termination
and (B) the Expiration Date; and




     (ii) Termination by the Company for Cause. If the Participant’s Employment with the
Company and its Affiliates is terminated by the Company for Cause, the Vested Portion of the
Option shall immediately terminate in full and cease to be exercisable.



 









 





     (b) Method of Exercise.



               (i) Subject to Section 4(a) of this Agreement, the Vested Portion of an Option may be
exercised by delivering to the Company at its principal office written notice of intent to so
exercise; provided that the Option may be exercised with respect to whole Shares only. Such
notice shall specify the number of Shares for which the Option is being exercised and, other than
as described in clause (C) of the following sentence, shall be accompanied by payment in full of
the aggregate Option Price in respect of such Shares. Payment of the aggregate Option Price may be
made (A) in cash, or its equivalent (e.g., a check), (B) by transferring to the Company Shares
having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and
satisfying such other requirements as may be imposed by the Committee; provided that such
Shares have been held by the Participant for at least the minimum period, if any, required by the
Company’s accountants to avoid an adverse accounting impact on the Company under generally accepted
accounting principles, (C) if there is a public market for the Shares at the time of payment,
subject to such rules as may be established by the Committee, through delivery of irrevocable
instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option
and deliver promptly to the Company an amount equal to the aggregate Option Price or (D) such other
method as approved by the Committee. No Participant shall have any rights to dividends or other
rights of a stockholder with respect to the Shares subject to an Option until the Participant has
given written notice of exercise of the Option, paid in full for such Shares or otherwise completed
the exercise transaction as described in the preceding sentence and, if applicable, has satisfied
any other conditions imposed pursuant to this Agreement.



               (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent
an available exemption to registration or qualification, the Option may not be exercised prior to
the completion of any registration or qualification of the Option or the Shares under applicable
state and federal securities or other laws, or under any ruling or regulation of any governmental
body or national securities exchange that the Committee shall in its sole reasonable discretion
determine to be necessary or advisable.



               (iii) Upon the Company’s determination that the Option has been validly exercised as to any of
the Shares, the Company shall issue certificates in the Participant’s name for such Shares.
However, the Company shall not be liable to the Participant for damages relating to any delays in
issuing the certificates to the Participant, any loss by the Participant of the certificates, or
any mistakes or errors in the issuance of the certificates or in the certificates themselves.



               (iv) In the event of the Participant’s death, the Vested Portion of the Option shall remain
vested and exercisable by the Participant’s executor or administrator, or the person or persons to
whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and
distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any
heir or legatee of the Participant shall take rights herein granted subject to the terms and
conditions hereof.



 









 





     5. No Right to Continued Employment. Neither the Plan nor this Agreement shall be construed as
giving the Participant the right to be retained in the employ of, or in any relationship to, the
Company or any Affiliate. Further, the Company or its Affiliate may at any time terminate the
Participant or discontinue any relationship, free from any liability or any claim under the Plan or
this Agreement, except as otherwise expressly provided herein.



     6. Legend on Certificates. The certificates representing the Shares purchased by exercise of
the Option shall be subject to such stop transfer orders and other restrictions as the Committee
may deem reasonably advisable under the Plan or the rules, regulations, and other requirements of
the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, any
applicable federal or state laws and the Company’s Certificate of Incorporation and Bylaws, and the
Committee may cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.



     7. Transferability. Unless otherwise determined by the Committee, 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 or any Affiliate; provided that the designation of a
beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance. During the Participant’s lifetime, the Option is exercisable only by the Participant.



     8. Withholding. The Participant may be required to pay to the Company or its Affiliate and the
Company or its Affiliate shall have the right and is hereby authorized to withhold from any payment
due or transfer made under the Option or under the Plan or from any compensation or other amount
owing to a Participant the amount (in cash, Shares, other securities, other Awards or other
property) of any applicable withholding taxes in respect of the Option, its exercise, or any
payment or transfer under the Option or under the Plan and to take such action as may be necessary
in the option of the Company to satisfy all obligations for the payment of such taxes.



     9. Securities Laws. Upon the acquisition of any Shares pursuant to the exercise of the Option,
the Participant will make or enter into such written representations, warranties and agreements as
the Committee may reasonably request in order to comply with applicable securities laws or with
this Agreement.



     10. Notices. Any notice under this Agreement shall be addressed to the Company in care of its
General Counsel, addressed to the principal executive office of the Company and to the Participant
at the address appearing in the personnel records of the Company for the Participant or to either
party at such other address as either party hereto may hereafter designate in writing to the other.
Any such notice shall be deemed effective upon receipt thereof by the addressee.



     11. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.



 









 





     12. 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 Plan. The Option and the
Shares received upon exercise of the Option are subject to the Plan. The terms and provisions of
the Plan as it may be amended from time to time are hereby incorporated by reference. In the event
of a conflict between any term or provision contained herein and a term or provision of the Plan,
the applicable terms and provisions of the Plan will govern and prevail.



     13. Signature in 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.



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



	 	 	 	 	 	 	 
	 	 	CELANESE CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ David N. Weidman
 

	 	 
	 	 	Name: David N. Weidman
	 	 	Title: President and Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	Date of Signature 9/19, 2006
	 	 	Effective Date of Agreement: September 13, 2006
	 
	 	 	 	 	 	 
	 	 	PARTICIPANT
	 

	 	By
	 	/s/ Martin G. McGuinn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Martin G. McGuinn
	 	 	Title: Board of Directors
	 
	 	 	 	 	 	 
	 	 	Date of Signature: September 20, 2006
	 	 	Effective Date of Agreement: September 13, 2006