Exhibit 10.5
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").
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 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