exv10w8wa






Exhibit 10.8(a)




CELANESE CORPORATION

2004 STOCK INCENTIVE PLAN




NONQUALIFIED STOCK OPTION AGREEMENT



          THIS AGREEMENT, is made effective as of January 20, 2005 (the “Date of Grant”),
between Celanese Corporation (the “Company”) and the individual named as a participant on
the signature page hereto (the “Participant”).




RECITALS:




          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 Committee has determined that it would be in the best interests of the Company
and its stockholders to grant the Options 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: “Cause” as defined in an employment agreement or change in control
agreement between the Company or its subsidiaries and the Participant or, if not defined therein or
if there is no such agreement, “Cause” means (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) EBITDA: The same meaning as “Adjusted EBITDA” in the Company’s Credit
Agreement dated as of January 26, 2005, except there shall be no inclusion of any favorable reserve
reversals or any extraordinary or non-recurring gains unless the reserve or gain is adjusting an
expense that occurred and impacted Adjusted EBITDA during 2004-2008.




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










 









 








          (e) Free Cash Flow: EBITDA less “Capital Expenditures” (as defined
under GAAP), plus or minus Changes in Trade Working Capital, minus cash
outflows from Special Charges and restructuring costs (not included in Special Charges or included
in purchase accounting) plus cash recoveries associated with expenses recognized after
January 1, 2005, in each case without duplication.




          (f) Good Reason: “Good Reason” as defined in an employment agreement or change in
control agreement between the Company or its subsidiaries and the Participant or, if not defined
therein or if there is no such agreement, “Good Reason” means (i) a substantial diminution in
Participant’s position or duties; adverse change in reporting lines, or assignment of duties
materially inconsistent with his position (other than in connection with an increase in
responsibility or a promotion), (ii) any reduction in Participant’s base salary or annual bonus
opportunity or (iii) failure of the Company to pay compensation or benefits when due, in each case
which is not cured within 30 days following the Company’s receipt of written notice from
Participant describing the event constituting Good Reason.




          (g) Options: Collectively, the Time Option and the Performance Options to purchase
Shares granted under this Agreement.




          (h) Performance Options: Collectively, the Tier I EBITDA Performance Option, the
Tier I FCF Performance Option, the Tier II EBITDA Performance Option and the Tier II FCF
Performance Option.




          (i) Performance Targets: Collectively, the Tier I EBITDA Target, the Tier I FCF
Target, the Tier II EBITDA Target and the Tier II FCF Target.




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




          (k) Retirement: Voluntary resignation on or after Participant has attained age 65.




          (l) Stockholders Agreement: The Stockholders Agreement, dated as of January 18,
2005 (as amended from time to time), among the Company and the other parties thereto.




          (m) Tier I EBITDA Performance Option: An Option to purchase the number of Shares set
forth on Schedule A attached hereto.




          (n) Tier I EBITDA Target: The Tier I EBITDA Target set forth on Schedule B attached
hereto.




          (o) Tier I FCF Performance Option: An Option to purchase the number of Shares set
forth on Schedule A attached hereto.




          (p) Tier I FCF Target: The Tier I FCF Target set forth on Schedule B attached
hereto.










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          (q) Tier II EBITDA Performance Option: An Option to purchase the number of
Shares set forth on Schedule A attached hereto.




          (r) Tier II EBITDA Target: The Tier II EBITDA Target set forth on Schedule B
attached hereto.




          (s) Tier II FCF Performance Option: An Option to purchase the number of Shares set
forth on Schedule A attached hereto.




          (t) Tier II FCF Target: The Tier II FCF Target set forth on Schedule B attached
hereto.




          (u) Time Option: An Option with respect to which the terms and conditions are set
forth in Section 3(a) of this Agreement.




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




          2. Grant of Options. The Company hereby grants to the Participant the right and
option to purchase, on the terms and conditions hereinafter set forth, the number of Shares subject
to the Time Option, the Tier I EBITDA Performance Option, the Tier I FCF Performance Option, the
Tier II EBITDA Performance Option and the Tier II FCF Performance Option set forth on Schedule A
attached hereto, subject to adjustment as set forth in the Plan. The exercise price of the Shares
subject to the Options shall be $16 per Share, subject to adjustment as set forth in the Plan (the
“Option Price”). The Options are intended to be nonqualified stock options, and are not
intended to be treated as ISOs that comply with Section 422 of the Code.




          3. Vesting of the Options.




          (a) Vesting of the Time Option.





          (i) In General. Subject to the Participant’s continued Employment
with the Company and its Affiliates, the Time Option shall vest and become exercisable (A)
with respect to fifteen percent (15%) of the Shares subject to such Time Option on the Date
of Grant, (B) with respect to an additional twenty percent (20%) of the Shares subject to
such Time Option on December 31, 2005, December 31, 2006, December 31, 2007 and December
31, 2008 and (C) with respect to the remaining five percent (5%) of the Shares subject to
the Time Option on March 31, 2009.




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



          (b) Vesting of the Performance Options.





          (i) In General. Each Performance Option shall vest and become
exercisable with respect to fifteen percent (15%) of the Shares subject to each such



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Performance Option on the Date of Grant. Subject to the Participant’s continued
Employment with the Company and its Affiliates, each Performance Option, to the extent not
previously canceled or expired, shall become fully vested and exercisable with respect to
one hundred percent (100%) of the Shares subject to such Performance Option on the eighth
anniversary of the Date of Grant.




          (ii) Acceleration. Notwithstanding the last sentence of Section
3(b)(i) above and subject to the Participant’s continued Employment with the Company and
its Affiliates, each Performance Option shall vest and become exercisable (A) with respect
to thirty percent (30%) of the Shares subject to each such Performance Option on December
31, 2005 and December 31, 2006, (B) with respect to fifteen percent (15%) of the Shares
subject to each such Performance Option on December 31, 2007 and (C) with respect to ten
percent (10%) of the Shares subject to each such Performance Option on December 31, 2008
(each of December 31, 2005, December 31, 2006, December 31, 2007 and December 31, 2008, an
“Accelerated Vesting Date”) to the extent that the Performance Target for such
Performance Option is achieved for the fiscal year ending on an Accelerated Vesting Date.




          (iii) Catch-Up. Notwithstanding the foregoing and subject to the
Participant’s continued Employment with the Company and its Affiliates, if, on December 31,
2008, the cumulative Performance Target for a Performance Option has been achieved for the
period commencing with the year ending on December 31, 2005 through the year ending on
December 31, 2008, then such Performance Option shall immediately become one hundred
percent (100%) vested and exercisable. In addition, (x) if Blackstone sells ninety percent
(90%) of its equity interest in the Company prior to December 31, 2008 or (y) upon the
occurrence of a Change of Control, the portion of a Performance Option that was eligible
to, but did not, vest on an Accelerated Vesting Date that occurred prior to such event
shall vest to the extent that the cumulative Performance Target for such Performance Option
was achieved for the period commencing with the year ending on December 31, 2005 through
the year ending on the Accelerated Vesting Date immediately prior to such event.




          (iv) Change in Control. Notwithstanding the foregoing, upon a Change
in Control, the Performance Option shall, to the extent not previously cancelled or
expired, become vested and exercisable with respect to the Shares that were eligible to
vest and become exercisable on each Accelerated Vesting Date through the Accelerated
Vesting Date of the year of the Change in Control if either (x) the cumulative Performance
Target applicable to such Performance Option was achieved for the period commencing with
the year ending on December 31, 2005 through the Change in Control (the Performance Target
for the year of the Change in Control shall be appropriately adjusted by the Committee to
reflect the period from the beginning of the year of the Change in Control through the
Change in Control) or (x) Blackstone receives in connection with such Change in Control an
amount equal to at least $54.45 per Share on its initial equity investment (appropriately
adjusted, as determined in the sole discretion of the Committee, to reflect any changes in
the capitalization of the Company).



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          (c) Termination of Employment.





          (i) General. Other than as described in Sections 3(c)(ii) and
(iii), 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 expire and be
immediately canceled by the Company without consideration.




          (ii) Time Option. Notwithstanding Section 3(a) and 3(c)(i), in the
event that the Participant’s Employment is terminated (A) by the Company without Cause, (B)
by the Participant with Good Reason or (C) due to the Participant’s death, Disability or
Retirement, to the extent not previously cancelled or expired, the Time Option shall
immediately become vested and exercisable as to the Shares subject to the Time Option that
would have otherwise vested and become exercisable in the calendar year in which such
termination of Employment occurs.




          (iii) Performance Option. Notwithstanding Section 3(b) and 3(c)(i),
in the event that (x) the Participant’s Employment is terminated (A) by the Company without
Cause, (B) by the Participant with Good Reason or (C) due to the Participant’s death,
Disability or Retirement and (y) a Performance Target is achieved with respect to a
Performance Option for the year of such termination of Employment, to the extent not
previously cancelled or expired, such Performance Option shall become vested and
exercisable with respect to the Shares subject to the Performance Option that would have
vested and become exercisable upon the achievement of such Performance Target as if the
Participant’s Employment continued through the end of such year.



          4. Exercise of Options.




          (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 an 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 an Option shall remain exercisable only for the
period set forth below (and shall expire upon termination of such period):





          (i) Termination by the Company Without Cause, Termination by the
Participant with Good Reason or Termination Due to Death, Disability or Retirement. If
the Participant’s Employment with the Company and its Affiliates is terminated (A) by the
Company without Cause, (B) by the Participant with Good Reason or (C) due to the
Participant’s death, Disability or Retirement, the Participant may exercise (x) the Vested
Portion of the Time Option for a period ending on the earlier of (A) one year following the
date of such termination and (B) the Expiration Date and (y) the Vested Portion of a
Performance Option for a period ending on the earlier of (A) the later of (1) one year
following the date of such termination and (2) 90 days following the date the total Vested
Portion of such Performance Option is determined and (B) the Expiration Date; and




          (ii) Termination by the Participant without Good Reason. If the
Participant’s Employment with the Company and its Affiliates is terminated by the
Participant without Good Reason, the Participant may exercise the Vested Portion of an



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Option for a period ending on the earlier of (A) 90 days following the date of such
termination and (B) the Expiration Date; and




          (iii) 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 an Option shall immediately terminate in full and cease to be
exercisable; and



          (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 no less than six months (or such other period as
established from time to time by the Committee or 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) by a combination of (A) and (B) above or 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, an 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 required by such laws,
rulings or regulations.




          (iii) Upon the Company’s determination that an 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 reasonable delays in issuing the certificates to
the Participant or any loss by the Participant of the certificates.



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          (iv) In the event of the Participant’s death, the Vested Portion of an
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.




          (v) As a condition to the exercise of any Option evidenced by this
Agreement, the Participant shall execute the Stockholders Agreement, if then in effect.



          5. Adjustments. In the event of any change in the outstanding Shares after the
Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger,
consolidation, spin-off, combination or transaction or exchange of Shares or other corporate
exchange, or in the event of any distribution to shareholders of Shares (other than regular cash
dividends or any synthetic secondary offering following an initial public offering of the Shares)
or any transaction similar to the foregoing or the issuance of equity (or rights to acquire equity)
for consideration less than Fair Market Value (other than equity-based compensation or the
conversion of preferred shares of the Company to Shares), the Committee in its sole discretion and
without liability to any person may make such substitution or adjustment, if any, as it deems to be
equitable, to the Option; provided, that in the event of an extraordinary dividend or similar
extraordinary distribution (excluding an initial public offering of the Shares and any synthetic
secondary offerings), in lieu of any other adjustment or substitution, the Participant shall be
entitled to receive, with respect to each Share subject to the Vested Portion of the Option as of
such distribution, an amount equal to such extraordinary dividend or distribution paid with respect
to a Share (whether paid in cash or otherwise), such amount to be paid when such distribution is
paid to shareholders of the Company.




          6. 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 consulting
relationship to, the Company or any Affiliate. Further, the Company or its Affiliate may at any
time terminate the Participant or discontinue any consulting relationship, free from any liability
or any claim under the Plan or this Agreement, except as otherwise expressly provided herein.




          7. Legend on Certificates. The certificates representing the Shares purchased by
exercise of an Option shall be subject to such stop transfer orders and other restrictions as the
Committee may determine is required by 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.




          8. Transferability. Unless otherwise determined by the Committee, an 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











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designation of a beneficiary shall not constitute an assignment, alienation, pledge,
attachment, sale, transfer or encumbrance. During the Participant’s lifetime, an Option is
exercisable only by the Participant.




          9. 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.




          10. Securities Laws. Upon the acquisition of any Shares pursuant to the exercise of
an 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.




          11. 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 last 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.




          12. 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.




          13. Options Subject to Plan and Stockholders Agreement. By entering into this
Agreement the Participant agrees and acknowledges that the Participant has received and read a copy
of the Plan and the Stockholders Agreement. The Options and the Shares received upon exercise of
the Options are subject to the Plan and the Stockholders Agreement. The terms and provisions of
the Plan and the Stockholders Agreement as each 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 or the Stockholders Agreement, the applicable terms and
provisions of the Plan or the Stockholders Agreement will govern and prevail. In the event of a
conflict between any term or provision of the Plan and any term or provision of the Stockholders
Agreement, the applicable terms and provisions of the Stockholders Agreement will govern and
prevail.




          14. 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.












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




	 	 	 	 	 
	 	CELANESE CORPORATION

 	 
	 	By:  	 	 
	 	 	Its 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Participant 

 	 
	 	 	 
	 	 	 
	 	 	 



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Schedule A




The number of Shares subject to each Option is set forth below:




Time Option:




Tier I EBITDA Performance Option:




Tier I FCF Performance Option:




Tier II EBITDA Performance Option:




Tier II FCF Performance Option:




 









 






Schedule B




Performance Targets




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Tier I EBITDA	 	Tier I FCF	 	Tier II EBITDA	 	Tier II FCF
	Year-End	 	Target	 	Target*	 	Target	 	Target*
	December 31, 2005
	 	$865 million	 	 	 	 	 	 	$900 million	 	 	 	 	 
	December 31, 2006
	 	$975 million	 	 	 	 	 	 	$1.075 million	 	 	 	 	 
	December 31, 2007
	 	$975 million	 	 	 	 	 	 	$1.075 million	 	 	 	 	 
	December 31, 2008
	 	$825 million	 	 	 	 	 	 	$925 million	 	 	 	 	 








 




			
	*	 	To be established annually by the Board, no later than 90 days following the beginning of
such year.




The Performance Targets shall be adjusted by the Committee, to the extent that the Committee
deems equitable in its sole discretion, upon acquisitions, divestitures, to reflect changes in the
business and in other appropriate circumstances.