Exhibit 10.6
CELANESE CORPORATION
2004 STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
(Non-Employee Director)
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").
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 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)
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.
(F)
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, [
] 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 $16 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