þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
|
For the quarterly period ended June 30, 2008 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
Delaware
|
98-0420726 | |
(State or Other Jurisdiction
of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
|
1601 West LBJ Freeway,
Dallas, TX (Address of Principal Executive Offices) |
75234-6034
(Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Page | ||||||||
PART I FINANCIAL INFORMATION
|
||||||||
Item 1.
|
Financial Statements | |||||||
a) Unaudited Interim Consolidated Statements of
Operations for the three and six months ended June 30, 2008
and 2007
|
3 | |||||||
b) Unaudited Consolidated Balance Sheets as of
June 30, 2008 and December 31, 2007
|
4 | |||||||
c) Unaudited Interim Consolidated Statements of
Shareholders Equity and Comprehensive Income (Loss) for
the six months ended June 30, 2008
|
5 | |||||||
d) Unaudited Interim Consolidated Statements of
Cash Flows for the six months ended June 30, 2008 and 2007
|
6 | |||||||
e) Notes to the Unaudited Interim Consolidated
Financial Statements
|
7 | |||||||
Item 2.
|
Managements Discussion and Analysis of Financial Condition and Results of Operations | 29 | ||||||
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk | 44 | ||||||
Item 4.
|
Controls and Procedures | 44 | ||||||
PART II OTHER INFORMATION
|
||||||||
Item 1.
|
Legal Proceedings | 45 | ||||||
Item 1A.
|
Risk Factors | 45 | ||||||
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds | 46 | ||||||
Item 3.
|
Defaults Upon Senior Securities | 46 | ||||||
Item 4.
|
Submission of Matters to a Vote of Security Holders | 46 | ||||||
Item 5.
|
Other Information | 47 | ||||||
Item 6.
|
Exhibits | 47 | ||||||
Signatures
|
48 |
2
Three Months Ended June 30,
Six Months Ended June 30,
2008
2007
2008
2007
(in $ millions, except for per share data)
1,868
1,556
3,714
3,111
(1,472
)
(1,219
)
(2,900
)
(2,415
)
396
337
814
696
(138
)
(122
)
(274
)
(238
)
(20
)
(17
)
(39
)
(35
)
(18
)
(19
)
(41
)
(36
)
(7
)
(105
)
(23
)
(106
)
(3
)
4
(3
)
(3
)
(4
)
207
71
441
277
17
23
27
41
(63
)
(61
)
(130
)
(133
)
(256
)
(256
)
10
11
19
25
75
49
103
64
1
(5
)
5
(15
)
247
(168
)
465
3
(45
)
44
(118
)
(5
)
202
(124
)
347
(2
)
1
1
203
(124
)
348
(2
)
(112
)
(5
)
(112
)
38
16
47
43
(4
)
43
1
(69
)
7
(69
)
86
134
(117
)
279
84
(2
)
(3
)
(5
)
(5
)
132
(120
)
274
79
1.33
(0.81
)
2.26
(0.04
)
(0.46
)
0.05
(0.45
)
0.54
0.87
(0.76
)
1.81
0.50
1.21
(0.81
)
2.08
(0.04
)
(0.41
)
0.05
(0.41
)
0.54
0.80
(0.76
)
1.67
0.50
150,905,770
156,932,929
151,449,762
158,102,411
167,814,803
156,932,929
167,561,793
158,102,411
3
4
Six Months Ended
June 30, 2008
Shares Outstanding
Amount
(in $ millions, except share data)
9,600,000
9,600,000
152,102,801
984,549
(2,948,900
)
10,464
150,148,914
10,838,486
(403
)
2,948,900
(126
)
13,787,386
(529
)
469
2
6
17
494
799
279
(12
)
(5
)
1,061
197
(16
)
29
(2
)
(2
)
206
1,232
279
(16
)
29
(2
)
(2
)
288
5
Six Months Ended
June 30,
2008
2007
(in $ millions)
279
84
5
11
178
158
(8
)
(26
)
(44
)
256
29
6
5
(101
)
59
(14
)
55
(94
)
24
(1
)
12
6
(106
)
(98
)
(250
)
346
79
(136
)
(116
)
(1
)
(269
)
3
658
311
(62
)
(4
)
96
34
(83
)
(32
)
46
(93
)
(68
)
(22
)
(33
)
295
(47
)
(30
)
13
2,857
(23
)
(3,038
)
(240
)
(126
)
(258
)
17
21
(17
)
(18
)
(183
)
(706
)
28
11
158
(321
)
825
791
983
470
6
1.
Description
of the Company and Basis of Presentation
7
2.
Recent
Accounting Pronouncements
8
3.
Acquisitions,
Ventures and Divestitures
9
10
4.
Inventories
As of
As of
June 30,
December 31,
2008
2007
(in $ millions)
602
500
29
29
123
107
754
636
5.
Goodwill
and Intangible Assets, Net
Advanced
Engineered
Consumer
Industrial
Acetyl
Materials
Specialties
Specialties
Intermediates
Total
(in $ millions)
277
264
47
278
866
(3
)
4
(5
)
(3
)
(7
)
12
7
2
17
38
286
275
44
292
897
Trademarks and
Customer
Developed
Licenses
Tradenames
Relationships
Technology
Other
Total
(in $ millions)
85
562
12
12
671
28
28
3
33
1
37
28
88
595
13
12
736
(228
)
(9
)
(9
)
(246
)
(1
)
(36
)
(2
)
(39
)
(13
)
(1
)
(14
)
(1
)
(277
)
(10
)
(11
)
(299
)
27
88
318
3
1
437
(1)
Acquisition of a sole and exclusive license to patents and
patent applications related to acetic acid.
11
6.
Debt
As of
As of
June 30,
December 31,
2008
2007
(in $ millions)
57
44
195
228
252
272
2,881
2,855
14
14
181
181
165
110
187
168
3,428
3,328
57
44
3,371
3,284
12
Six Months
Ended
June 30, 2007
(in $ millions)
207
33
16
256
13
7.
Other
Liabilities
As of
As of
June 30,
December 31,
2008
2007
(in $ millions)
125
168
18
19
36
40
35
41
184
170
5
16
56
129
365
305
824
888
As of
As of
June 30,
December 31,
2008
2007
(in $ millions)
91
96
85
78
67
71
412
93
43
31
15
37
109
89
822
495
14
8.
Benefit
Obligations
Pension Benefits
Postretirement Benefits
Pension Benefits
Postretirement Benefit
Three Months Ended June 30,
Six Months Ended June 30,
2008
2007
2008
2007
2008
2007
2008
2007
(in $ millions)
9
10
1
1
16
19
1
1
57
48
5
4
99
92
9
9
(64
)
(56
)
(111
)
(106
)
(1
)
(1
)
(2
)
(1
)
2
2
5
4
4
5
8
9
9.
Shareholders
Equity
15
10.
Commitments
and Contingencies
Cox, et al. v. Hoechst Celanese Corporation, et al.
,
No. 94-0047
(Chancery Ct., Obion County, Tennessee).
Couture, et al. v. Shell Oil Company, et al.
,
No. 200-06-000001-985
(Quebec Superior Court, Canada).
Dilday, et al. v. Hoechst Celanese Corporation, et al.
,
No. 15187 (Chancery Ct., Weakley County, Tennessee).
Furlan v. Shell Oil Company, et al.
,
No. C967239 (British Columbia Supreme Court, Vancouver
Registry, Canada).
Gariepy, et al. v. Shell Oil Company, et al.
,
No. 30781/99 (Ontario Court General Division, Canada).
Shelter General Insurance Co., et al. v. Shell Oil
Company, et al.
, No. 16809 (Chancery Ct., Weakley
County, Tennessee).
16
St. Croix Ltd., et al. v. Shell Oil Company, et al.
,
No. 1997/467 (Territorial Ct., St. Croix Division, The
Virgin Islands).
Tranter v. Shell Oil Company, et al.
,
No. 46565/97 (Ontario Court General Division, Canada).
17
18
19
20
The Company agreed to indemnify Hoechst, and its legal
successors, for environmental liabilities associated with
contamination arising under 19 divestiture agreements entered
into by Hoechst prior to the demerger.
The Company will indemnify Hoechst, and its legal successors,
against those liabilities up to 250 million;
Hoechst, and its legal successors, will bear those liabilities
exceeding 250 million, however the Company will
reimburse Hoechst, and its legal successors, for one-third of
those liabilities for amounts that exceed 750 million
in the aggregate.
21
11.
Fair
Value Measurements
Level 1
unadjusted quoted prices for identical assets or liabilities in
active markets accessible by the Company
Level 2
inputs that are observable in the marketplace other than those
inputs classified as Level 1
Level 3
inputs that are unobservable in the marketplace and significant
to the valuation
22
Fair Value Measurement as of
June 30, 2008 Using
Quoted Prices in
Active Markets for
Significant Other
Identical Assets
Observable Inputs
As of
(Level 1)
(Level 2)
June 30, 2008
(in $ millions)
101
131
232
14
14
101
145
246
56
56
15
15
71
71
12.
Other
(Charges) Gains, Net
Three Months Ended
Six Months Ended
June 30,
June 30,
2008
2007
2008
2007
(in $ millions)
(4
)
(25
)
(11
)
(25
)
(7
)
(3
)
(3
)
(5
)
(3
)
(74
)
(74
)
(3
)
(3
)
(1
)
(7
)
(105
)
(23
)
(106
)
23
Six Months Ended
June 30, 2008
(in $ millions)
45
11
(20
)
1
37
13.
Income
Taxes
24
14.
Business
Segments
Advanced
Engineered
Consumer
Industrial
Acetyl
Other
Materials
Specialties
Specialties
Intermediates
Activities
Eliminations
Consolidated
(in $ millions)
300
292
386
1,067
(1)
1
(178
)
1,868
48
94
20
181
(96
)
247
19
13
14
34
2
82
14
10
18
17
1
60
257
281
355
829
(1)
(166
)
1,556
48
82
(1
)
110
(407
)
(168
)
17
13
16
26
1
73
9
6
23
28
1
67
594
574
751
2,163
(2)
1
(369
)
3,714
87
144
37
387
(190
)
465
39
27
28
66
5
165
27
20
29
41
4
121
1,903
1,194
1,048
2,802
1,667
8,614
519
550
701
1,668
(2)
1
(328
)
3,111
98
129
11
246
(481
)
3
34
24
30
50
3
141
15
15
26
57
3
116
1,751
1,157
995
2,530
1,625
8,058
(1)
Includes $178 million and $166 million of
inter-segment sales eliminated in consolidation for the three
months ended June 30, 2008 and 2007, respectively.
(2)
Includes $369 million and $328 million of
inter-segment sales eliminated in consolidation for the six
months ended June 30, 2008 and 2007, respectively.
(3)
Includes increase of $5 million and decrease of
$15 million in accrued capital expenditures for the three
and six months ended June 30, 2008, respectively.
25
15.
Earnings
Per Share
Three Months Ended June 30,
2008
2007
Basic
Diluted
Basic
Diluted
(in $ millions, except for share and per share data)
203
203
(124
)
(124
)
(69
)
(69
)
7
7
134
134
(117
)
(117
)
(2
)
(3
)
132
134
(120
)
(117
)
150,905,770
150,905,770
156,932,929
156,932,929
4,089,106
768,053
12,051,874
150,905,770
167,814,803
156,932,929
156,932,929
1.33
1.21
(0.81
)
(0.81
)
(0.46
)
(0.41
)
0.05
0.05
0.87
0.80
(0.76
)
(0.76
)
Six Months Ended June 30,
2008
2007
Basic
Diluted
Basic
Diluted
(in $ millions, except for share and per share data)
348
348
(2
)
(2
)
(69
)
(69
)
86
86
279
279
84
84
(5
)
(5
)
274
279
79
84
151,449,762
151,449,762
158,102,411
158,102,411
3,434,591
625,566
12,051,874
151,449,762
167,561,793
158,102,411
158,102,411
2.26
2.08
(0.04
)
(0.04
)
(0.45
)
(0.41
)
0.54
0.54
1.81
1.67
0.50
0.50
26
Three Months
Six Months
Ended June 30,
Ended June 30,
2008
2007
2008
2007
109,973
5,166,015
119,556
4,141,373
451,028
225,514
12,043,299
12,043,299
109,973
17,660,342
119,556
16,410,186
16.
Ticona
Kelsterbach Plant Relocation
Six Months Ended
Total From
June 30,
Inception Through
2008
2007
June 30, 2008
(in $ millions)
311
338
5
3
11
62
4
102
17.
Environmental
27
18.
Subsequent
Events
28
Item 2.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
Successfully started up our newly constructed 20,000 ton
GUR
®
ultra-high molecular weight polyethylene (UHMW-PE)
facility, 100,000 ton acetic anhydride facility and 300,000 ton
vinyl acetate monomer (VAM) facility, all located at
our integrated chemical complex in Nanjing, China.
Signed an agreement to establish a 20,000 square-meter
integrated technology and marketing facility in Shanghai. The
facility, expected to be completed in early 2010, will combine
the headquarters for our Asia businesses, customer application
development and research and development center.
Our Nutrinova business and BRAIN AG, a leading European white
biotech company, identified all-natural compounds for high
intensity sweeteners and sweetness enhancers.
Introduced EcoVAE, a new vinyl acetate/ethylene emulsion
technology designed to facilitate the manufacture of high
quality, eco-friendly paints for North America.
Resolved certain legacy litigation matters by entering into a
settlement agreement for $107 million related to sales by
the polyester staple fibers business, which Hoechst AG sold to
KoSa, Inc. in 1998.
Announced intent to divest ownership interest in legacy
Infraserv investments located in Knapsack, Gendorf and
Wiesbaden, Germany, where we no longer have manufacturing
operations.
29
Three Months Ended June 30,
Six Months Ended June 30,
% of
% of
% of
% of
2008
Net Sales
2007
Net Sales
2008
Net Sales
2007
Net Sales
(unaudited)
(in $ millions, except for percentages)
1,868
100.0
1,556
100.0
3,714
100.0
3,111
100.0
396
21.2
337
21.7
814
21.9
696
22.4
(138
)
(7.4
)
(122
)
(7.8
)
(274
)
(7.4
)
(238
)
(7.7
)
(7
)
(0.4
)
(105
)
(6.7
)
(23
)
(0.6
)
(106
)
(3.4
)
207
11.1
71
4.6
441
11.9
277
8.9
17
0.9
23
1.5
27
0.7
41
1.3
(63
)
(3.4
)
(61
)
(3.9
)
(130
)
(3.5
)
(133
)
(4.3
)
(256
)
(16.5
)
(256
)
(8.2
)
75
4.0
49
3.1
103
2.8
64
2.1
247
13.2
(168
)
(10.8
)
465
12.5
3
0.1
203
10.9
(124
)
(8.0
)
348
9.4
(2
)
(0.1
)
(69
)
(3.7
)
7
0.4
(69
)
(1.9
)
86
2.8
134
7.2
(117
)
(7.5
)
279
7.5
84
2.7
82
4.4
73
4.7
165
4.4
141
4.5
As of
As of
June 30,
December 31,
2008
2007
(unaudited)
(in $ millions)
252
272
3,371
3,284
3,623
3,556
30
Three Months Ended
Six Months Ended
June 30,
June 30,
2008
2007
2008
2007
(unaudited)
(in $ millions)
(4
)
(25
)
(11
)
(25
)
(7
)
(3
)
(3
)
(5
)
(3
)
(74
)
(74
)
(3
)
(3
)
(1
)
(7
)
(105
)
(23
)
(106
)
31
32
Three Months Ended June 30,
Six Months Ended June 30,
Change
Change
2008
2007
in $
2008
2007
in $
(unaudited)
(in $ millions)
300
257
43
594
519
75
292
281
11
574
550
24
386
355
31
751
701
50
1,067
829
238
2,163
1,668
495
1
1
1
1
(178
)
(166
)
(12
)
(369
)
(328
)
(41
)
1,868
1,556
312
3,714
3,111
603
(3
)
(5
)
2
(6
)
(5
)
(1
)
(7
)
7
(1
)
(8
)
7
(1
)
(19
)
18
(4
)
(19
)
15
(2
)
(11
)
9
(9
)
(11
)
2
(1
)
(63
)
62
(3
)
(63
)
60
(7
)
(105
)
98
(23
)
(106
)
83
37
32
5
67
68
(1
)
46
48
(2
)
96
96
20
(1
)
21
37
11
26
148
91
57
325
223
102
(44
)
(99
)
55
(84
)
(121
)
37
207
71
136
441
277
164
48
48
87
98
(11
)
94
82
12
144
129
15
20
(1
)
21
37
11
26
181
110
71
387
246
141
(96
)
(407
)
311
(190
)
(481
)
291
247
(168
)
415
465
3
462
19
17
2
39
34
5
13
13
27
24
3
14
16
(2
)
28
30
(2
)
34
26
8
66
50
16
2
1
1
5
3
2
82
73
9
165
141
24
33
Volume
Price
Currency
Other
Total
(unaudited)
(in percentages)
8
9
17
(4
)
5
3
4
(9
)
13
8
(3
)
(a)
9
10
13
6
29
4
11
6
(1
)
20
7
(1
)
8
14
(7
)
4
3
4
(b)
4
(10
)
12
7
(2
)
(a)
7
9
15
6
30
2
11
7
(1
)
19
(a)
Includes the loss of sales related to the AT Plastics
Films business.
(b)
Includes net sales from the Acetate Products Limited
(APL) acquisition.
(c)
Includes the effects of the captive insurance companies.
Six Months Ended
Three Months Ended June 30,
June 30,
Change
Change
2008
2007
in $
2008
2007
in $
(unaudited)
(in $ millions, except for percentages)
300
257
43
594
519
75
8
%
7
%
(1
)%
9
%
8
%
(3
)
(5
)
2
(6
)
(5
)
(1
)
37
32
5
67
68
(1
)
12.3
%
12.5
%
11.3
%
13.1
%
48
48
87
98
(11
)
19
17
2
39
34
5
34
35
Six Months Ended
Total From
June 30,
Inception Through
2008
2007
June 30, 2008
(unaudited)
(in $ millions)
311
338
5
3
11
62
4
102
Three Months Ended
Six Months Ended
June 30,
June 30,
Change
Change
2008
2007
in $
2008
2007
in $
(unaudited)
(in $ millions, except for percentages)
292
281
11
574
550
24
(4
)%
(7
)%
5
%
4
%
3
%
3
%
4
%
(7
)
7
(1
)
(8
)
7
46
48
(2
)
96
96
15.8
%
17.1
%
16.7
%
17.5
%
94
82
12
144
129
15
13
13
27
24
3
36
Three Months Ended
Six Months Ended
June 30,
June 30,
Change
Change
2008
2007
in $
2008
2007
in $
(unaudited)
(in $ millions, except for percentages)
386
355
31
751
701
50
(9
)%
(10
)%
13
%
12
%
8
%
7
%
(3
)%
(2
)%
(1
)
(19
)
18
(4
)
(19
)
15
20
(1
)
21
37
11
26
5.2
%
(0.3
)%
4.9
%
1.6
%
20
(1
)
21
37
11
26
14
16
(2
)
28
30
(2
)
37
Three Months Ended
Six Months Ended
June 30,
June 30,
Change
Change
2008
2007
in $
2008
2007
in $
(unaudited)
(in $ millions, except for percentages)
1,067
829
238
2,163
1,668
495
10
%
9
%
13
%
15
%
6
%
6
%
(2
)
(11
)
9
(9
)
(11
)
2
148
91
57
325
223
102
13.9
%
11.0
%
15.0
%
13.4
%
181
110
71
387
246
141
34
26
8
66
50
16
38
39
40
41
42
changes in general economic, business, political and regulatory
conditions in the countries or regions in which we operate;
the length and depth of product and industry business cycles
particularly in the automotive, electrical, electronics and
construction industries;
changes in the price and availability of raw materials,
particularly changes in the demand for, supply of, and market
prices of fuel oil, methanol, natural gas, coal, electricity and
petrochemicals such as ethylene and butane;
the ability to pass increases in raw material prices on to
customers or otherwise improve margins through price increases;
the ability to maintain plant utilization rates and to implement
planned capacity additions and expansions;
the ability to reduce production costs and improve productivity
by implementing technological improvements to existing plants;
increased price competition and the introduction of competing
products by other companies;
changes in the degree of intellectual property and other legal
protection afforded to our products;
compliance costs and potential disruption or interruption of
production due to accidents or other unforeseen events or delays
in construction of facilities;
potential liability for remedial actions under existing or
future environmental regulations;
43
potential liability resulting from pending or future litigation,
or from changes in the laws, regulations or policies of
governments or other governmental activities in the countries in
which we operate;
changes in currency exchange rates and interest rates; and
various other factors, both referenced and not referenced in
this document.
Item 3.
Quantitative
and Qualitative Disclosures about Market Risk
Item 4.
Controls
and Procedures
44
Item 1.
Legal
Proceedings
Item 1A.
Risk
Factors
45
Item 2.
Unregistered
Sales of Equity Securities and Use of Proceeds
Approximate Dollar
Total Number of
Value of Shares
Total Number
Average
Shares Purchased as
Remaining that may be
of Shares
Price Paid
Part of Publicly
Purchased Under
Purchased
(1)
per Share
Announced Program
the Program
53,300
$
44.90
53,300
$
337,600,000
581,800
$
47.27
581,800
$
310,100,000
732,100
$
49.28
732,100
$
274,100,000
1,367,200
1,367,200
(1)
Purchased pursuant to the $400 million share repurchase
program publicly announced on February 11, 2008. This
repurchase program does not have an expiration date.
Item 3.
Defaults
Upon Senior Securities
Item 4.
Submission
of Matters to a Vote of Security Holders
46
Votes Withheld
Abstain
135,046,210
163,187
380,328
134,791,933
415,705
382,087
134,184,466
1,015,801
389,458
Votes Against
Abstain
134,648,880
869,172
71,673
Item 5.
Other
Information
Item 6.
Exhibits
Exhibit
3
.1
Second Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Current
Report on
Form 8-K
filed with the SEC on January 28, 2005).
3
.2
Second Amended and Restated By-laws, effective as of
February 8, 2008 (incorporated by reference to
Exhibit 3.2 to the Current Report on
Form 8-K
filed with the SEC on February 14, 2008).
3
.3
Certificate of Designations of 4.25% Convertible Perpetual
Preferred Stock (incorporated by reference to Exhibit 3.2
to the Current Report on
Form 8-K
filed with the SEC on January 28, 2005).
10
.1
Change in Control Agreement, dated May 1, 2008, between the
Company and Christopher W. Jensen (filed herewith).
10
.2
Offer Letter Agreement, dated May 21, 2008 between the
Company and Michael L. Summers (filed herewith).
31
.1
Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
31
.2
Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
32
.1
Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
32
.2
Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
47
By:
Title:
Chairman of the Board of Directors and Chief Executive Officer
By:
Title:
Senior Vice President and
Chief Financial Officer
48
2
3
4
5
6
7
8
9
10
11
12
EXECUTIVE: | Celanese Corporation: | |||||
By:
|
/s/ Christopher
W. Jensen
|
By: |
/s/ Kevin
J. Rogan
|
|||
|
|
|||||
Christopher W. Jensen |
Date:
|
05/09/2008 | Date: | 05/09/2008 | |||
|
|
13
| Title VII of the Civil Rights Act of 1964; | |
| The Civil Rights Act of 1991; | |
| Sections 1981 through 1988 of Title 42 of the United States Code; | |
| The Employee Retirement Income Security Act of 1974; | |
| The Immigration Reform and Control Act; | |
| The Family and Medical Leave Act; | |
| The Americans with Disabilities Act of 1990; | |
| The Age Discrimination in Employment Act of 1967; | |
| The Workers Adjustment and Retraining Notification Act; |
14
| The Occupational Safety and Health Act; | |
| The Sarbanes-Oxley Act of 2002; | |
| The Texas Commission on Human Rights Act; | |
| The Texas Minimum Wage Law; | |
| Equal Pay Law for Texas; and | |
| The Vocational Rehabilitation Act. |
15
16
EXECUTIVE: | Celanese Corporation: | |
By:
|
By:
|
|
Christopher W. Jensen
|
||
Date:
|
Date:
|
17
18
| 35% of units will vest on each of the first and second anniversaries of your employment; and, | ||
| 15% of units will vest on each of the first and second anniversaries of your employment based on your progress or attainment of the following objectives: |
| Implement the new HR global information system | ||
| Build your HR team | ||
| Develop and execute a plan to bring Celanese HR to world class performance |
2
3
4
þ | I accept the above described offer of employment with Celanese and understand that my employment status will be considered at-will and may be terminated at any time for any reason. I agree to keep the terms and conditions of this agreement confidential. | |
o | I decline your offer of employment. I agree to keep the terms and conditions of this agreement confidential. |
Signature
|
/s/ Michael Summers | Date | 05/22/08 | |||
|
||||||
|
Michael Summers |
5