[CELANESELETTERHEAD]
[CELANESE LETTERHEAD]
March 18, 2005
Mr. Curtis A. Shaw
7 Dromara Road
Ladue, MO 63124
Dear Mr. Shaw:
I am pleased to confirm our offer for the position of Executive Vice President, General Counsel- Americas and Corporate Secretary for Celanese Corporation ("the Company"), effective on a mutually agreeable date in April 2005. Your position will be based at our Dallas, Texas headquarters and you will report jointly to Dave Weidman and Andreas Pohlmann, with principal reporting to Andreas Pohlmann.
Not later than 6 months following commencement of your employment, you will be appointed Executive Vice President, General Counsel and Corporate Secretary for Celanese Corporation. In this capacity you will report to Dave Weidman and Andreas Pohlmann, with principal reporting to Dave Weidman.
Your base salary will be $575,000 per year, payable in accordance with the Company's normal payroll practice.
Annual Bonus
Your annual bonus opportunity at target will be 80% of your annual salary (the "Target"), with a payout range of 0% to 200% of Target. If you begin your employment not later than April 18, your 2005 bonus payable in 2006 will be paid on a full 12-month basis. Our annual bonus plan comprises a number of financial and non-financial measures that, combined with your personal performance, determine your actual payment as determined annually by the Company.
Equity Participation
In this key leadership role, you will be granted equity-based compensation in the Company and you will be expected to purchase and hold shares of Celanese stock for a period of time.
Upon your employment you will be granted 185,000 non-qualified stock options at the fair market value on date of grant. 40% of these options are subject to time-based vesting and 60% are subject to accelerated vesting over a 5-year period based on attainment of certain Company financial measures. At the time of your subsequent appointment as General Counsel and Corporate Secretary for the Company, you will be granted an additional 315,000 non-qualified stock options at the fair market value on date of grant. These options will have updated vesting provisions along the lines of the initial grant.
Also upon your employment, you will receive a grant of $2,000,000 under the Company's Deferred Compensation Plan which, generally, contains vesting provisions aligned with the stock options and is paid out in cash subject to Blackstone's exit of a minimum 90% of their equity stake in the Company. As an inducement to accept our offer of employment, $290,000 of this Deferred Compensation grant would be paid to you upon your employment to assist in your purchase of Celanese shares as outlined below. This payment is considered compensation and is subject to statutory withholding.
The stock option grant and deferred compensation grant are contingent upon your purchase of 27,100 Celanese shares at a price of $7.20. In addition, you may at your option purchase up to 9375 shares at a
per share price of $16.00. These prices currently represent a discount to the market price and accordingly, you would be liable for statutory tax on the value of the discount portion at the time the shares are purchased. These shares would be subject to trading restrictions for a period of approximately 2.5 years.
Employee Benefits
During your employment, you will be entitled to participate in the Company's employee benefit plans as in effect from time to time, on the same basis as those benefits are generally made available to other senior executives of the Company. We offer medical and dental coverage, group life insurance (1 times annual base pay), a cash balance pension plan and a 401k plan that matches 100% of the first 5% of employee contributions.
Vacation
You will be entitled to four weeks annual vacation.
Relocation
The Company is prepared to assist in your relocation to the Dallas area under the provisions of our policy for transferred employees. Generally, this policy provides reimbursement for home sale and purchase expense and temporary living expenses, shipment of household goods and an offer from the Company to purchase your home under qualifying conditions. Details concerning provisions of this policy will be discussed with you at your convenience.
Duration of Employment
Your employment with the Company is at-will, meaning that you or the Company may terminate your employment at any time for any reason with or without cause; provided, that you shall be required to give the Company at least thirty (30) days advanced written notice of any resignation by you. In the event that the Company terminates your employment without Cause (other than due to your death or disability) or, following a Change in Control you resign for Good Reason, subject to your continued compliance with the Confidentiality, Non-compete and Non-solicitation Agreements, you shall be entitled to receive continued payment of your base salary plus target bonus and welfare benefits for a period of one year following such termination of employment. These separation payments are in lieu of any cash severance or termination benefits that may otherwise be payable to you under any other plans, programs or arrangements of the Company.
"Cause" shall mean (a) your willful and continued failure to substantially perform your duties with the Company (other than any such failure resulting from your incapacity do to physical or mental illness) for a period of 10 days following written notice by the Company to you of such failure, (b) your willful engaging in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise, (c) your conviction of, or plea of nolo contendere to a crime constituting a felony under the laws of the United States or any statue thereof or (d) your breach of the Confidentiality, Noncompetition and Nonsolicitation Agreements.
A "Change in Control" shall mean (a) 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 Securities Exchange Act of 1934) other than Blackstone or its affiliates or (b) 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 Securities Exchange Act of 1934), 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.
"Good Reason" shall mean (a) any reduction in your base salary or annual bonus opportunity, (b) a substantial diminution in your position or duties, adverse change in reporting lines or assignment of duties materially inconsistent with your position (other than in connection with an increase in responsibility or a promotion) or (c) a change in the location of the principle offices of the Company after which the
2
Company requires your relocation out of the Dallas-Forth Worth metropolitan area; provided that the events described herein shall constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Reason.
Confidentiality, Non-compete and Non-solicitation
As a condition of your employment, you will be required to execute agreements (the "Confidentiality, Noncompetition and Nonsolicitation Agreements") with the Company regarding protection and non-disclosure of confidential information and non-competition and non-solicitation. Copies of these agreements will be provided to you under separate cover.
This offer letter constitutes the full terms and conditions of your employment with the Company. It supersedes any other oral or written promises that may have been made to you.
This offer of employment is contingent upon the satisfactory completion of a pre-employment drug screen. This can be arranged at your earliest convenience.
Curt, we are most enthusiastic about your joining the team. If these provisions are agreeable to you, please sign the enclosed copy of this letter and return it to me by fax ###-###-#### at your earliest convenience.
Sincerely,
/S/ William A. Stiller
William A. Stiller
Vice President, HR & Communications
 | |
| Cc: | Dave Weidman Andreas Pohlmann |
Agreed to this 22 day of March, 2005
/S/ Curtis S. Shaw
Curtis S. Shaw
3
