0000950123-10-013740 8-K 1 20100210 5.02 9.01 20100217 20100217 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 10613341 1601 W. LBJ FREEWAY DALLAS TX 75234 972-443-4000 1601 W. LBJ FREEWAY DALLAS TX 75234 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 8-K 1 d71096e8vk.htm FORM 8-K U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2010 CELANESE CORPORATION (Exact Name of Registrant as specified in its charter) DELAWARE 001-32410 98-0420726 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 1601 West LBJ Freeway, Dallas, Texas 75234-6034 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (972) 443-4000 Not Applicable (Former name or former address, if changed since last report): Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 10, 2010, the Compensation Committee of the Board of Directors (the “Committee”) of Celanese Corporation (the “Company”) adopted the following compensation decisions regarding the named executive officers of the Company: 2010 Annual Performance Bonus Award Targets. The Compensation Committee approved target bonus levels for certain executive officers under the 2010 Annual Performance Bonus Plan (the “2010 Bonus Plan”), pursuant to which executive officers may receive a cash bonus after the end of the fiscal year based on total Company and/or business unit performance. The 2009 and 2010 target bonus levels are shown as a percentage of 2009 and 2010 base salary, respectively: Executive Officer 2009 Target Bonus Level 2010 Target Bonus Level David N. Weidman 100 % 100 % Douglas M. Madden1 80 % 90 % Steven M. Sterin 70 % 80 % Sandy Beach Lin 80 % 80 % 1 Promoted to Chief Operating Officer in December 2009 The actual amount paid under the 2010 Bonus Plan may differ from the 2010 target bonus level as a result of Company and individual performance during the year. After the end of 2010, the Compensation Committee will determine the actual amount of annual performance bonuses under the 2010 Bonus Plan after assessing an executive officer’s achievement of his/her individual goals and the achievement by the Company of certain financial and non-financial metrics, including Operating EBITDA, working capital and EHSA goals. The 2010 Bonus Plan is a performance-based plan created under the Company’s 2009 Global Incentive Plan under which Incentive Bonuses (as defined therein) may be awarded. Base Salary Adjustments. The Compensation Committee increased the base salary of (a) Douglas M. Madden, Chief Operating Officer of the Company, from $500,000 to $650,000 and (b) Steven M. Sterin, Senior Vice President and Chief Financial Officer of the Company, from $450,000 to $475,000, in both cases effective February 15, 2010. Long-Term Incentive Equity Awards. The Compensation Committee approved awards of time-vesting restricted stock units to certain executive officers, as follows: Executive Officer Value of Award Number of RSUs Vesting Douglas M. Madden $ 500,000 16,795 100% cliff vesting on December 31, 2013 Steven M. Sterin $ 400,000 13,436 100% cliff vesting on June 30, 2014 The grants of time-vesting restricted stock units were made pursuant to the Company’s 2009 Global Incentive Plan and the form of Time-Vesting Restricted Stock Award Agreement approved by the Compensation Committee and filed on July 29, 2009 with the Securities and Exchange Commission as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, which is incorporated herein by reference. -------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Celanese Corporation 2009 Global Incentive Plan (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-8 (registration no. 333-158734) filed with the SEC on April 23, 2009) 10.2 Form of Time-Vesting Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on July 29, 2009) -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CELANESE CORPORATION By: /s/ James R. Peacock III Name: James R. Peacock III Title: Vice President, Deputy General Counsel and Assistant Secretary Date: February 17, 2010 -------------------------------------------------------------------------------- Exhibit Index Exhibit Number Description 10.1 2009 Global Incentive Plan (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-8 (registration no. 333-158734) filed with the SEC on April 23, 2009) 10.2 Form of Time-Vesting Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on July 29, 2009)