EX-10.1



 





EXHIBIT 10.1




CELANESE CORPORATION

DEFERRED COMPENSATION PLAN




2007 DEFERRAL AGREEMENT




          THIS AGREEMENT (“Agreement”) is made effective as of April 2, 2007 (the “Effective
Date”), between Celanese Corporation (the “Company”) and                      (the “Participant”).




R E C I T A L S:




          WHEREAS, the Company has adopted the Celanese Corporation Deferred Compensation Plan, as from
time to time amended (the “Plan”), the terms of which are hereby incorporated by reference and made
a part of this Agreement (capitalized terms not otherwise defined herein shall have the same
meanings as in the Plan); and




          WHEREAS, the Committee has previously granted to the Participant a deferred compensation award
pursuant to the Plan and the terms of a Deferral Agreement dated as of [January 21,
2005]* (the “Prior Agreement”); and




          WHEREAS, the Committee has determined that it would be in the best interests of the Company
and its stockholders to enter into this Agreement with the Participant.




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




     1. Grant of Award; Credit to Restructured Account. The Company hereby grants to the
Participant a deferred compensation award under the Plan of $                    (the “2007 Award Amount”).
The Participant acknowledges and agrees that in consideration of the grant of the 2007 Award
Amount, the portion of the Participant’s Accounts referred to in Section 7.2 of the Plan shall be
canceled in full and that the Participant shall have no rights with respect thereto under the Plan
or under the Prior Agreement. The 2007 Award Amount shall be credited as of the Effective Date to
the Participant’s Restructured Account, which shall be maintained pursuant to Section VII of the
Plan and which shall be subject to the terms and conditions of this Agreement.



     2. Balance of Restructured Account Value; Investment Elections.




(a) The initial amount credited to the Participant’s Restructured Account shall be
equal to the 2007 Award Amount. As of the end of each calendar quarter ending after
the Effective Date, the balance of the Participants Restructured





 




			
	*	 	Revise as appropriate for the individual.





 









 






Account shall be
adjusted to reflect the performance since the end of the previous calendar quarter of
the notional investment vehicles selected by the Participant pursuant to Section 7.4
of the Plan.




(b) Prior to the Effective Date, the Participant shall elect in writing (in increments
of 10%) the portion of his Restructured Account to be notionally invested in one or
more of the vehicles set forth in Section 7.4 of the Plan. In the absence of such
written election, the Participant shall be deemed to have elected the investment
vehicle set forth in Section 7.4(a) of the Plan. An election made (or deemed to have
been made) by the Participant shall remain in place until a new written election is
made by the Participant, which election shall be effective as of the first day of the
calendar quarter next following delivery of such election to the Company, so long as
such election is submitted at least 10 days prior to the beginning of such calendar
quarter.



     3. Vesting of Restructured Account.




(a) Except as provided in paragraphs (b) and (c) below, (i) the balance credited to be
Participant’s Restructured Account shall become fully vested and nonforfeitable on
December 31, 2010, so long as the Participant remains continually employed by the
Company or an Affiliate to such date and (ii) in the event the Participant’s
employment with the Company and its Affiliates terminates prior to December 31, 2010,
the entire balance then credited to the Participant’s Restructured Account shall
thereupon be forfeited.




(b) In the event that, prior to December 31, 2010, the Participant’s employment is
terminated by the Company without Cause, by the Participant for Good Reason or due to
the Participant’s death or Disability, the following percentages of the balance then
credited to the Participant’s Restructured Account shall become vested and
nonforfeitable (the “Vested Balance”) and any remaining balance shall thereupon be
forfeited:




(i) if the termination takes place on or after the Effective Date and prior to
January 1, 2008, [51.4%]**;




(ii) if the termination takes place on or after January 1, 2008 and prior to
January 1, 2009, [93.8%]**; and




(iii) if the termination takes place on or after January 1, 2009, 100%;




provided, however, that if the dollar amount represented by the Vested
Balance determined pursuant to this paragraph (b), as of the date of termination of
employment, is less than the amount that would have become payable to the Participant
under the same circumstances pursuant to the Prior Agreement





 




			
	**	 	Percentages to be individualized as appropriate.





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(assuming an Exit Event
had occurred) with respect to the portion of the Participant’s Accounts that were
cancelled pursuant to Section 1 of this Agreement, (the “Prior Agreement Good Leaver
Payment”), then, in addition to the Vested Balance, the Participant shall receive an
additional payment (the “Top-Up Payment”) in an amount which, when added to the Vested
Balance, shall be equal to the Prior Agreement Good Leaver Payment.




(c) In the event that, prior to December 31, 2010, there occurs a Change of Control
while the Participant remains employed with the Company, the balance then credited to
the Participant’s Restructured Account shall become fully vested and nonforfeitable.



     4. Payment of Restructured Account. Except to the extent the Participant has elected
that payment be deferred or that payment be made other than in a lump sum, in either case in
accordance with rules and procedures prescribed by the Board or a committee thereof (which rules
and procedures, among other things, shall be consistent with the requirements of Section 409A
(“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable
guidance issued thereunder), the vested balance credited to the Participant’s Restructured Account
shall be paid to the Participant (or, in the event of Participant’s death, to his designated
beneficiary) in a single cash payment, as follows:




(a) in the event the Participant remains employed to December 31, 2010, the balance
credited as of such date and any Top-Up Payment shall be paid not later than March 15,
2011;




(b) in the event of a termination of employment described in Section 3(b) hereof, the
vested balance credited as of the end of the calendar quarter coincident with or
immediately preceding the date of such termination shall be paid within ten business
days following such termination; provided, however, that if necessary to assure
compliance with Section 409A, payment shall be deferred to the earliest date permitted
by Section 409A (and in such event, the vested balance credited to the Participant’s
Restructured Account shall continue to be adjusted on a quarterly basis in accordance
with the provisions hereof until full payment is made); and provided further, however,
that the Top-Up Payment, if any, shall be paid at the same time such payment would
have been made pursuant to the Prior Agreement; or




(c) in the event of a Change of Control, the balance credited as of the end of the
calendar quarter coincident with or immediately preceding the date of such Change of
Control and any Top-Up Payment shall be paid within two business days following such
date; provided, however, that if the Change of Control does not constitute a “change
in the ownership or effective control of the corporation, or in the ownership of a
substantial portion of the assets of the corporation” (within the meaning of Section
409A), payment shall be made within the first two-and-one-half months of 2011.



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     5. No Right to Continued Employment. Neither the Plan nor this Agreement shall be
construed as giving Participant the right to be retained as an employee of the Company or any of
its subsidiaries of affiliates.



     6. 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
Participant at the address last appearing in the personnel records of the Company for 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.



     7. Entire Agreement. This Agreement, together with the Plan, embodies the entire
agreement between the parties hereto with respect to the subject matter hereof and supersedes all
prior oral or written agreements and understandings relating to the subject matter hereof. Except
as modified hereby, the Prior Agreement shall remain in full force and effect.



     8. 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.



     9. 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:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Agreed to this ____ day of                     , 2007	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	Participant	 	 






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