exv10w8






Exhibit 10.8




CELANESE CORPORATION

2004 STOCK INCENTIVE PLAN




1. Purpose of the Plan




          The purpose of the Plan (as defined below) is to aid the Company (as defined below) and its
Affiliates (as defined below) in recruiting and retaining key employees, directors or consultants
of outstanding ability and to motivate such employees, directors or consultants to exert their best
efforts on behalf of the Company and its Affiliates by providing incentives through the granting of
Awards (as defined below). The Company expects that it will benefit from the added interest which
such key employees, directors or consultants will have in the welfare of the Company as a result of
their proprietary interest in the Company’s success.




2. Definitions




          The following capitalized terms used in the Plan have the respective meanings set forth in
this Section:




          (a) Affiliate: With respect to any Person, any other Person, directly or indirectly,
controlling, controlled by or under common control with such Person or any other Person designated
by the Committee in which any Person has an interest.




          (b) Award: Any Option, Stock Appreciation Right, or Other Stock-Based Award granted
pursuant to the Plan.




          (c) Award Agreement: Any written agreement, contract, or other instrument or document
evidencing any Award, which may, but need not, be executed or acknowledged by a Participant.




          (d) Blackstone: Blackstone LR Associates (Cayman) IV Ltd., Blackstone Management
Associates (Cayman) IV L.P., Blackstone Capital Partners (Cayman) IV L.P., Blackstone Capital
Partners (Cayman) IV-A L.P., Blackstone Family Investment Partnership (Cayman) IV-A L.P. and
Blackstone Chemical Coinvest Partners (Cayman) L.P.




          (e) Board: The Board of Directors of the Company.




          (f) Change in Control: (i) the sale or disposition, in one or a series of related
transactions, of all or substantially all of the assets of the Company to any “person” or “group”
(as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than
Blackstone or its affiliates or (ii) any person or group, other than Blackstone or its affiliates,
is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, of more than 51% of the total voting power of the voting stock of the
Company, including by way of merger, consolidation or otherwise.




          (g) Code: The Internal Revenue Code of 1986, as amended, or any successor thereto.




          (h) Committee: A committee of the Board designated by the Board.







 









 








          (i) Company: Celanese Corporation, a Delaware corporation.




          (j) Effective Date: The date the Board adopts the Plan.




          (k) Employment: (i) a Participant’s employment if the Participant is an employee of
the Company or any of its Affiliates, (ii) a Participant’s services as a consultant, if the
Participant is a consultant to the Company or any of its Affiliates and (iii) a Participant’s
services as an non-employee director, if the Participant is a non-employee member of the Board or
the board of directors of an Affiliate; provided however that unless otherwise determined by the
Committee, a change in a Participant’s status from employee to non-employee (other than a director
of the Company or an Affiliate) shall constitute a termination of employment hereunder.




          (l) Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, or any successor statute thereto.




          (m) Fair Market Value: On a given date, (a) if there is a public market for the
Shares on such date, the average of the high and low closing bid prices of the Shares on such stock
exchange on which the Shares are principally trading on the date in question, or, if there were no
sales on such date, on the closest preceding date on which there were sales of Shares or (ii) if
there is no public market for the Shares on such date, the fair market value of the Shares as
determined in good faith by the Board.




          (n) ISO: An Option that is also an incentive stock option granted pursuant to Section
6(d) of the Plan.




          (o) Option: A stock option granted pursuant to Section 6 of the Plan.




          (p) Option Price: The purchase price per Share of an Option, as determined pursuant
to Section 6(a) of the Plan.




          (q) Other Stock-Based Award: Any award granted under Section 8 of the Plan.




          (r) Participant: An employee, director or consultant of the Company or its Affiliates
who is selected by the Committee to participate in the Plan.




          (s) Person: Any individual, firm, corporation, partnership, limited liability
company, trust, incorporated or unincorporated association, joint venture, joint stock company,
governmental body or other entity of any kind.




          (t) Plan: Celanese Corporation 2004 Stock Incentive Plan.




          (u) Shares: Shares of Series A common stock of the Company.




          (v) Stock Appreciation Right: Any right granted under Section 7 of the Plan.




          (w) Subsidiary: A subsidiary corporation, as defined in Section 424(f) of the Code.





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3. Shares Subject to the Plan




          The total number of Shares which may be issued under the Plan is 16,250,000, subject to
adjustment pursuant to Section 9 of the Plan. The Shares may consist, in whole or in part, of
unissued Shares or treasury Shares. The issuance of Shares or the payment of cash upon the
exercise of an Award shall reduce the total number of Shares available under the Plan, as
applicable. Shares which are subject to Awards (or portion thereof) that terminate or lapse may be
granted again under the Plan.




4. Administration




          (a) The Plan shall be administered by the Committee, which may delegate its duties and powers
in whole or in part as it determines; provided, however, that the Board may, in its
sole discretion, take any action designated to the Committee under this Plan as it may deem
necessary.




          (b) The Committee shall have the full power and authority to make, and establish the terms and
conditions of, any Award to any person eligible to be a Participant, consistent with the provisions
of the Plan and to waive any such terms and conditions at any time (including, without limitation,
accelerating or waiving any vesting conditions). Awards may, in the discretion of the Committee,
be made under the Plan in assumption of, or in substitution for, outstanding awards previously
granted by the Company or its Affiliates or a company acquired by the Company or with which the
Company combines. The number of Shares underlying such substitute awards shall be counted against
the aggregate number of Shares available for Awards under the Plan.




          (c) The Committee is authorized to interpret the Plan, to establish, amend and rescind any
rules and regulations relating to the Plan, and to make any other determinations that it deems
necessary or desirable for the administration of the Plan, and may delegate such authority, as it
deems appropriate. The Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan in the manner and to the extent the Committee deems necessary or
desirable. Any decision of the Committee in the interpretation and administration of the Plan, as
described herein, shall lie within its sole and absolute discretion and shall be final, conclusive
and binding on all parties concerned (including, but not limited to, Participants and their
beneficiaries or successors).




          (d) The Committee shall require payment of any amount it may determine to be necessary to
withhold for federal, state, local, or other taxes as a result of the exercise, grant or vesting of
an Award. Unless the Committee specifies otherwise, the Participant may elect to pay a portion or
all of such withholding taxes by having Shares withheld by the Company with a Fair Market Value
equal to the minimum statutory withholding rate from any Shares that would have otherwise been
received by the Participant in connection with (i) the exercise of an Option or Stock Appreciation
Right or (ii) the delivery of Shares pursuant to an Other Stock-Based Award.







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5. Limitations




          No Awards may be granted under the Plan after the tenth anniversary of the Effective Date, but
Awards theretofore granted may extend beyond that date.




6. Options




          Options granted under the Plan shall be, as determined by the Committee, non-qualified stock
options or ISOs for federal income tax purposes, as evidenced by the related Award Agreements, and
shall be subject to the following terms and conditions as well as the terms and conditions set
forth in the applicable Award Agreement:




          (a) Option Price. The Option Price shall be determined by the Committee, but, with
respect to ISOs, shall not be less than 100% of the Fair Market Value of the Shares on the date an
Option is granted.




          (b) Exercisability. Options granted under the Plan shall be exercisable at such time
and upon such terms and conditions as may be determined by the Committee, but in no event shall an
Option be exercisable more than ten years after the date it is granted.




          (c) Exercise of Options. Except as otherwise provided in the Plan or in an Award
Agreement, an Option may be exercised for all, or from time to time any part, of the Shares for
which it is then exercisable. For purposes of this Section 6, the exercise date of an Option shall
be the date a notice of exercise is received by the Company, together with payment (or to the
extent permitted by applicable law, provision for payment) of the full purchase price in accordance
with this Section 6(c). The purchase price for the Shares as to which an Option is exercised shall
be paid to the Company as designated by the Committee, pursuant to one or more of the following
methods: (i) in cash, or its equivalent (e.g., by check), (ii) in Shares having a Fair Market Value
equal to the aggregate Option Price for the Shares being purchased to the Company 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); (iii) partly in cash
and partly in such Shares; (iv) if there is a public market for the Shares at such time, 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 to deliver
promptly to the Company an amount equal to the aggregate Option Price for the shares being
purchased or (v) 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 Shares subject to an Option
until the Participant has given written notice of exercise of the Option, paid in full for such
Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to
the Plan.




          (d) ISOs. The Committee may grant Options under the Plan that are intended to be
ISOs. Such ISOs shall comply with the requirements of Section 422 of the Code. No ISO may be
granted to any Participant who at the time of such grant is not an employee of the Company or of
any of its Subsidiaries. In addition, no ISO may be granted to any Participant who at the time of
such grant owns more than 10% of the total combined voting power of all










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classes of stock of the Company or of any of its Subsidiaries, unless (i) the Option Price for
such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and
(ii) the date on which such ISO terminates is a date not later than the day preceding the fifth
anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares
acquired upon the exercise of an ISO either (I) within two years after the date of grant of such
ISO or (II) within one year after the transfer of such Shares to the Participant, shall notify the
Company of such disposition and of the amount realized upon such disposition. All Options granted
under the Plan are intended to be non-qualified stock options, unless the applicable Award
Agreement expressly states that the Option is intended to be an ISO. If an Option is intended to
be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as an ISO,
then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as
a non-qualified stock option granted under the Plan; provided that such Option (or portion
thereof) otherwise complies with the Plan’s requirements relating to non-qualified stock options.
In no event shall any member of the Committee, the Company or any of its Affiliates (or their
respective employees, officers or directors) have any liability to any Participant (or any other
Person) due to the failure of an Option to qualify for any reason as an ISO.




          (e) Attestation. Wherever in this Plan or any Award Agreement a Participant is
permitted to pay the Option Price or taxes relating to the exercise of an Option by delivering
Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such
delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the
Company shall treat the Option as exercised without further payment and shall withhold such number
of Shares from the Shares acquired by the exercise of the Option.




7. Stock Appreciation Rights




          (a) Grants. The Committee may grant (i) a Stock Appreciation Right independent of an
Option or (ii) a Stock Appreciation Right in connection with an Option, or a portion thereof. A
Stock Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be
granted at the time the related Option is granted or at any time prior to the exercise or
cancellation of the related Option, (B) shall cover the same number of Shares covered by an Option
(or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the
same terms and conditions as such Option except for such additional limitations as are contemplated
by this Section 7 (or such additional limitations as may be included in an Award agreement).




          (b) Terms. The exercise price per Share of a Stock Appreciation Right shall be an
amount determined by the Committee but in no event shall such amount be less than the Fair Market
Value of a Share on the date the Stock Appreciation Right is granted; provided, however, that
notwithstanding the foregoing in the case of a Stock Appreciation Right granted in conjunction with
an Option, or a portion thereof, the exercise price may not be less than the Option Price of the
related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a
Participant upon exercise to an amount equal to (i) the excess of (A) the Fair Market Value on the
exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares
covered by the Stock Appreciation Right. Each Stock Appreciation Right granted in conjunction with
an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the
unexercised Option, or any portion thereof, and to receive from the









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Company in exchange therefor an amount equal to (i) the excess of (A) the Fair Market Value on
the exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares
covered by the Option, or portion thereof, which is surrendered. Payment shall be made in Shares
or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market
Value), all as shall be determined by the Committee. Stock Appreciation Rights may be exercised
from time to time upon actual receipt by the Company of written notice of exercise stating the
number of Shares with respect to which the Stock Appreciation Right is being exercised. The date a
notice of exercise is received by the Company shall be the exercise date. No fractional Shares
will be issued in payment for Stock Appreciation Rights, but instead cash will be paid for a
fraction or, if the Committee should so determine, the number of Shares will be rounded downward to
the next whole Share.




          (c) Limitations. The Committee may impose, in its discretion, such conditions upon
the exercisability or transferability of Stock Appreciation Rights as it may deem fit.




8. Other Stock-Based Awards




          The Committee, in its sole discretion, may grant the right to purchase Shares, Awards of
Shares, Awards of restricted Shares, Awards of phantom stock units and other Awards that are valued
in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares
(“Other Stock-Based Awards”). Such Other Stock-Based Awards shall be in such form, and dependent
on such conditions, as the Committee shall determine, including, without limitation, the right to
receive one or more Shares (or the equivalent cash value of such Shares) upon the completion of a
specified period of service, the occurrence of an event and/or the attainment of performance
objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards
granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine: (a)
the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards;
(b) whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash
and Shares; and (c) all other terms and conditions of such Other Stock-Based Awards (including,
without limitation, the vesting provisions thereof and provisions ensuring that all Shares so
awarded and issued shall be fully paid and non-assessable).




9. Adjustments Upon Certain Events




          Notwithstanding any other provisions in the Plan to the contrary, the following provisions
shall apply to all Awards granted under the Plan:




          (a) Generally. 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 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









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equitable, as to (i) the number or kind of Shares or other securities issued or reserved for
issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the Option Price or exercise
price of any Stock Appreciation Right and/or (iii) any other affected terms of such Awards.




          (b) Change in Control. In the event of a Change in Control after the Effective Date,
the Committee may, in its sole discretion, provide for the (i) termination of an Award upon the
consummation of the Change in Control, but only if such Award has vested and been paid out or the
Participant has been permitted to exercise the Option in full for a period of not less than 15 days
prior to the Change in Control, (ii) acceleration of all or any portion of an Award, (iii) payment
of an amount (in cash or, in the discretion of the Committee, in the form of consideration paid to
shareholders of the Company in connection with such Change in Control) in exchange for the
cancellation of an Award, which, in the case of Options and Stock Appreciation Rights, may equal
the excess, if any, of the Fair Market Value of the Shares subject to such Options or Stock
Appreciation Rights over the aggregate Option Price or grant price of such Option or Stock
Appreciation Rights, and/or (iv) issuance of substitute Awards that will substantially preserve the
otherwise applicable terms of any affected Awards previously granted hereunder.




10. No Right to Employment or Awards




          The granting of an Award under the Plan shall impose no obligation on the Company or any of
its Affiliates to continue the Employment of a Participant and shall not lessen or affect the
Company’s or its Affiliates’ rights to terminate the Employment of such Participant. No
Participant or other Person shall have any claim to be granted any Award, and there is no
obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The
terms and conditions of Awards and the Committee’s determinations and interpretations with respect
thereto need not be the same with respect to each Participant (whether or not such Participants are
similarly situated).




11. Successors and Assigns




          The Plan shall be binding on all successors and assigns of the Company and a Participant,
including without limitation, the estate of such Participant and the executor, administrator or
trustee of such estate, or any receiver or trustee in bankruptcy or representative of the
Participant’s creditors.




12. Nontransferability of Awards




          Unless otherwise determined by the Committee, an Award shall not be transferable or assignable
by the Participant other than by will or by the laws of descent and distribution. An Award
exercisable after the death of a Participant may be exercised by the legatees, personal
representatives or distributees of the Participant.




13. Awards Subject to the Plan




          In the event of a conflict between any term or provision contained in the Plan and a term or
provision in any Award Agreement, the applicable terms and provisions of the Plan will govern and
prevail.










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14. Severability.




          If any provision of the Plan or any Award is, becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or deemed amended without,
in the determination of the Committee, materially altering the intent of the Plan or the Award,
such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the
Plan and any such Award shall remain in full force and effect.




15. Amendments or Termination




          (a) Amendments or Termination of the Plan. The Committee may amend, alter or
discontinue the Plan, but no amendment, alteration or discontinuation shall be made, without the
written consent of a Participant, if such action would diminish any of the rights of the
Participant under any Award theretofore granted to such Participant under the Plan;
provided, however, that the Committee may amend the Plan in such manner as it deems
necessary to permit the granting of Awards meeting the requirements of the Code or other applicable
laws.




          (b) Amendments to Awards. The Committee may waive any conditions or rights under,
amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore
granted, prospectively or retroactively; provided that no waiver, amendment, alteration,
suspension, discontinuation, cancellation or termination shall impair the rights of any Participant
or any holder or beneficiary of any Award theretofore granted without the consent of the affected
Participant, holder or beneficiary.




16. Other Benefit Plans




          All Awards shall constitute a special incentive payment to the Participant and shall not be
taken into account in computing the amount of salary or compensation of the Participant for the
purpose of determining any benefits under any pension, retirement, profit-sharing, bonus, life
insurance or other benefit plan of the Company or under any agreement between the Company and the
Participant, unless such plan or agreement specifically provides otherwise.




17. Choice of Law




          The Plan shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to conflicts of laws.




18. Effectiveness of the Plan




          The Plan shall be effective as of the Effective Date.





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