AND THAT THE EMPLOYEE STOCKHOLDER MAY NOT SELL OR
OTHERWISE TRANSFER THE SHARES UNLESS THE SHARES ARE SUBSEQUENTLY REGISTERED
UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS, OR UNLESS AN EXEMPTION IS AVAILABLE THAT PERMITS THE SALE OR
TRANSFER WITHOUT SUCH REGISTRATION AND QUALIFICATION.
(C)
SUCH EMPLOYEE STOCKHOLDER ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED
THAT (I) A RESTRICTIVE LEGEND IN THE FORM SET FORTH BELOW WILL BE PLACED ON ANY
CERTIFICATE REPRESENTING THE SHARES AND (II) A NOTATION WILL BE MADE IN THE
APPROPRIATE RECORDS OF THE COMPANY INDICATING THAT THE SHARE IS SUBJECT TO
RESTRICTIONS ON TRANSFER AND APPROPRIATE STOP
9
TRANSFER RESTRICTIONS WILL BE ISSUED TO THE COMPANY'S TRANSFER AGENT WITH
RESPECT TO THE SHARES.
ANY CERTIFICATE REPRESENTING SHARES ISSUED TO ANY
EMPLOYEE STOCKHOLDER OR ANY OF ITS PERMITTED TRANSFEREES SHALL BEAR THE
FOLLOWING LEGEND ON THE FACE THEREOF:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EMPLOYEE
STOCKHOLDERS AGREEMENT, DATED AS OF JANUARY 21, 2005, AMONG CELANESE
CORPORATION, AND THE STOCKHOLDERS PARTIES THERETO, A COPY OF WHICH IS ON FILE
WITH THE SECRETARY OF THE ISSUER.
NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH
EMPLOYEE STOCKHOLDERS AGREEMENT.
THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE
OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH
EMPLOYEE STOCKHOLDERS AGREEMENT."
(D)
IF ANY SHARES ARE TO BE DISPOSED OF IN ACCORDANCE WITH RULE 144 UNDER THE
SECURITIES ACT OR OTHERWISE, SUCH EMPLOYEE STOCKHOLDER WILL PROMPTLY NOTIFY THE
COMPANY OF SUCH INTENDED DISPOSITION AND WILL DELIVER TO THE COMPANY AT OR PRIOR
TO THE TIME OF SUCH DISPOSITION SUCH DOCUMENTATION AS THE COMPANY MAY REASONABLY
REQUEST IN CONNECTION WITH SUCH SALE AND, IN THE CASE OF A DISPOSITION PURSUANT
TO RULE 144, WILL DELIVER TO THE COMPANY AN EXECUTED COPY OF ANY NOTICE ON FORM
144 REQUIRED TO BE FILED WITH THE COMMISSION.
(E)
SUCH EMPLOYEE STOCKHOLDER HAS BEEN FURNISHED WITH AND HAS CAREFULLY READ
THE CONFIDENTIAL INFORMATION MEMORANDUM (INCLUDING THE EXHIBITS AND ANNEXES
THERETO) RELATING TO THE PURCHASE OF THE SHARES.
SUCH EMPLOYEE STOCKHOLDER IS
AS OF THE DATE HEREOF AN EMPLOYEE OF THE COMPANY OR ONE OF ITS SUBSIDIARIES AND
IN SUCH CAPACITY HAS ACQUIRED AT LEAST A GENERAL UNDERSTANDING OF THE COMPANY
AND ITS BUSINESS.
SUCH EMPLOYEE STOCKHOLDER UNDERSTANDS THAT THE SHARES TO BE
ISSUED PURSUANT TO THIS AGREEMENT ARE BEING ISSUED PURSUANT TO THE PLAN.
SUCH
EMPLOYEE STOCKHOLDER HAS BEEN GIVEN THE OPPORTUNITY TO OBTAIN ANY ADDITIONAL
INFORMATION OR DOCUMENTS (AND TO ASK QUESTIONS AND RECEIVE ANSWERS ABOUT SUCH
INFORMATION AND DOCUMENTS) ABOUT THE COMPANY AND ITS BUSINESS WHICH HE OR SHE
DEEMS NECESSARY TO EVALUATE THE MERITS AND RISKS RELATED TO HIS OR HER
INVESTMENT IN THE SHARES.
(F)
IN MAKING HIS OR HER DECISION TO ACQUIRE THE SHARES, SUCH EMPLOYEE
STOCKHOLDER HAS RELIED UPON INDEPENDENT INVESTIGATIONS MADE BY HIM OR HER AND,